(3)No offer or invitation shall be treated as made to the public by virtue of sub-section (1) or sub-section (2), as the case may be, if the offer or invitation can properly be regarded, in all the circumstances-(a)as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or(b)otherwise as being a domestic concern of the persons making and receiving the offer or invitation:[Provided that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more:Provided further that nothing contained in the first proviso shall apply to the non-banking financial companies or public financial institutions specified in section 4-A of the Companies Act, 1956 (1 of 1956).]
