TMI BlogDefinitionsX X X X Extracts X X X X X X X X Extracts X X X X ..... te means a person which is an associate of the issuer and as defined under the Companies Act, 2013; (f) Board means the Securities and Exchange Board of India established under the Act; (g) book building means a process undertaken to elicit demand and to assess the price for determination of the quantum or value or coupon of specified securities or Indian Depository Receipts, as the case may be, in accordance with these regulations; (h) composite issue means an issue of specified securities by a listed issuer on public-cum-rights basis, wherein the allotment in both public issue and rights issue is proposed to be made simultaneously; (i) control shall have the same meaning as assigned to it under the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011; (j) convertible debt instrument means an instrument which creates or acknowledges indebtedness and is convertible into equity shares of the issuer at a later date at or without the option of the holder of the instrument, whether constituting a charge on the assets of the issuer or not; (k) convertible security means a security which is convertible ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e letter of offer: ] Provided that any issue related expenses shall not be considered as a part of general corporate purpose merely because no specific amount has been allocated for such expenses in the draft offer document, draft letter of offer 9 [ the offer document, or the letter of offer; ] (s) green shoe option means an option of allotting equity shares in excess of the equity shares offered in the public issue as a post-listing price stabilizing mechanism; (t) group companies , shall include such companies (other than promoter(s) and subsidiary/subsidiaries) with which there were related party transactions, during the period for which financial information is disclosed, as covered under the applicable accounting standards, and also other companies as considered material by the board of the issuer; (u) housing finance company means a deposit taking housing finance company registered with the National Housing Bank for carrying on the business of housing finance; (v) infrastructure sector shall include the following facilities/services: i) transportation (including inter modal transportation), including the following: A) roads, national highways, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ks and distribution networks including city gas infrastructure; viii) housing, including the following: A) urban and rural housing including public or mass housing, slum rehabilitation etc; B) other allied activities such as drainage, lighting, laying of roads, sanitation facilities etc.; ix) services provided by recognised stock exchanges and registered depositories, in relation to securities; x) other miscellaneous facilities or services, including the following: A) mining and related activities; B) technology related infrastructure; C) manufacturing of components and materials or any other utilities or facilities required by the infrastructure sector like energy saving devices and metering devices, etc.; D) environment related infrastructure; E) disaster management services; F) preservation of monuments and icons; G) emergency services (including medical, police, fire, and rescue); xi) such other facility or service which, in the opinion of the board, constitutes infrastructure sector; (w) initial public offer means an offer of specified securities by an unlisted issuer to the public for subscription and includes an offer for sale of s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation; (ii) nominated investor means a qualified institutional buyer or private equity fund, who enters into an agreement with the lead manager(s) to subscribe to an issue, made in accordance with Chapter IX, in case of under-subscription or to receive or deliver the specified securities in the market-making process in such an issue; Explanation: private equity fund means a fund registered with any regulatory authority or a fund established by any person registered with any regulatory authority; (jj) non-institutional investor means an investor other than a retail individual investor and qualified institutional buyer; (kk) offer document means a red herring prospectus, prospectus or shelf prospectus, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... porate: A) a subsidiary or holding company of such body corporate; B) anybody corporate in which the promoter holds twenty per cent. or more of the equity share capital; and/or anybody corporate which holds twenty per cent. or more of the equity share capital of the promoter; 7 [Omitted] iv) in case the promoter is an individual: A) anybody corporate in which twenty per cent. or more of the equity share capital is held by the promoter or an immediate relative of the promoter or a firm or Hindu Undivided Family in which the promoter or any one or more of their relative is a member; B) anybody corporate in which a body corporate as provided in (A) above holds twenty per cent. or more, of the equity share capital; and C) any Hindu Undivided Family or firm in which the aggregate share of the promoter and their relatives is equal to or more than twenty per cent. of the total capital; v) all persons whose shareholding is aggregated under the heading shareholding of the promoter group : Provided that a financial institution, scheduled bank, 5 [ foreign portfolio investor other than individuals, corporate bodies and family offices ] , mutual fund, venture c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Department of Posts, India; and (xiii) systemically important non-banking financial companies. (tt) qualified institutions placement means issue of eligible securities by a listed issuer to qualified institutional buyers on a private placement basis and includes an offer for sale of specified securities by the promoters and/or promoter group on a private placement basis, in terms of these regulations; (uu) relative means a relative as defined under the Companies Act, 2013. (vv) retail individual investor means an individual investor who applies or bids for specified securities for a value of not more than two lakhs rupees; (ww) retail individual shareholder means a shareholder who applies or bids for specified securities for a value of not more than two lakhs rupees; (xx) rights issue means an offer of specified securities by a listed issuer to the shareholders of the issuer as on the record date fixed for the said purpose; (yy) schedule means schedule annexed to these regulations; (zz) scheduled commercial bank means scheduled commercial banks as included in the second schedule to the Reserve Bank of India Act, 1934; (aaa) self-certified ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... thereunder or as specified by the Board; (lll) 11 [ wilful defaulter or a fraudulent borrower ] means a person or an issuer who or which is categorized as a 11 [ wilful defaulter or a fraudulent borrower ] by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on 11 [ wilful defaulters or fraudulent borrowers ] issued by the Reserve Bank of India; (mmm) working day means all days on which commercial banks in the city as specified in the offer document are open for business; Explanation: For the purpose of this clause, in respect of - (a) announcement of price band; and (b) bid/issue period, working day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in the city as notified in the offer document are open for business; (c) the time period between the bid/ issue closing date and the listing of the specified securities on the stock exchanges, working day shall mean all trading days of the stock exchanges, excluding Sundays and bank holidays, as per circulars issued by the Board. (2) All other words and expressions used b ..... X X X X Extracts X X X X X X X X Extracts X X X X
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