Regulation 110 — Conditions for issue of shares by way of other than right offer. – (1) A public unlisted company may issue further shares, by way of other than right, under sub-section (1) of section 83 of the Act subject to the following general conditions, namely

(i) the issue is proposed and approved by the board;
(ii) the proposal of the Board to issue shares, by way of other than right offer, to any person is
subject to approval of the shareholders through special resolution. Provided that a public
unlisted company shall also seek approval of the Commission for issuance of such shares.
(iii) the proposal by the board referred in clause (ii) above, shall clearly state as follows: -
(a) quantum of the issue both in terms of the number of shares and percentage of existing
paid up capital;
(b) issue price per share and justification for the same;
(c) consideration against which shares are proposed to be issued i.e. cash or otherwise than
in cash;
(d) name of person(s), their brief profile, existing shareholding, if any, in the company, to
whom the shares are proposed to be issued;
(e) purpose and justification of the issue by way of other than right;
(f) benefits of the issue to the company and its members;
(g) breakup value per share as per the latest available audited accounts;
(h) consent of the person(s) to whom the shares are to be issued is(are) obtained;
(i) the proposed new shares shall rank pari passu in all respects with the existing ordinary
shares of the company. In case the proposed new shares are different from the issued
ordinary shares in any respect, then the board’s decision must state the differences in
detail;
(j) where shares are proposed to be issued for consideration other wise than in ca sh, the
value of non-cash assets or services or intangible assets shall be determined by a valuer
subject to the compliance of the requirements of these regulations.
(iv) The company shall invite claims, if any, on the non-cash assets through advertisement in the
widely circulated newspaper both English and Urdu language clearly mentioning the fact
that-
(a) after issuance of shares the title of the assets will be transferred in the name of the
issuer;
(b) and claims must be submitted to the statutory auditors (insert name, address &
contact details) within seven (7) days of the date of advertisement.
(v) The company shall intimate the Commission, at the time of seeking approval, confirming
details of claims received and settled as referred in sub -clause ( iv) veri fied through its
statutory auditor along with an affidavit that the information is correct to the best of their
knowledge;
(vi) Non-cash assets shall be transferred in the name of company within sixty (60) days of the
date of approval by the Commission or withi n such extended time as deemed appropriate
with the approval of the Commission;

(vii) the person(s) to whom shares are being issued shall not have overdues or defaults irrespective
of the amount appearing in the report obtained from Credit Information Bureau.

(2) A private company may issue further shares, by way of other than right, under sub-clause (c)
of sub-section (1) of section 83 of the Act, either for cash or for consideration otherwise than in cash
on such conditions and requirements as notified by the commission from time to time.