Regulation 2 - Definitions - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018

Definitions 2. (i) In these regulations, unless the context otherwise requires:- a) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992) ; b) associate includes a person,- i) who directly or indirectly by himself or in combination with relatives, exercise control over the company or, ii) whose employee, officer or director is also a director, officer or employee of company; c) Board means the Securities and Exchange Board of India established under section 3 of the Act; d) Buyback period means the period between the date of board of directors resolution or date of declaration of results of the postal ballot for special resolution, as the case may be, to authorize buyback of shares of the company and the date on which the payment of consideration to shareholders who have accepted the buyback offer is made; e) control has the same meaning as defined in clause (e) of sub-regulation (1) of regulation (2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ; f) company means a company as defined under the Companies Act, whose shares or other specified securities are listed on a Stock Exchange and which buys or intends to buy such shares or other specified securities in accordance with these regulations; g) Companies Act means the Companies Act, 2013 . 1 [ (ga) frequently traded shares shall have the same meaning as assigned to them under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ] ; h) insider means an insider as defined in clause (g) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ; i) merchant banker means a merchant banker as defined in clause (cb) of regulation 2 of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 and registered under section 12 of the Act; 2 [********] k) promoter means promoter as defined in clause (s) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ; l) registrar means a registrar to an issue and includes a share transfer agent, registered under section 12 of the Act; 3 [ (la) secretarial auditor means an auditor as defined in the Secretarial Standards I issued by the Institute of Company Secretaries of India; ] m) securities mean securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) ; (n) small shareholder means a shareholder of a company, who holds shares or other specified securities whose market value, on the basis of closing price of shares or other specified securities, on the recognised stock exchange in which highest trading volume in respect of such securities, as on record date is not more than two lakh rupee; n) specified securities includes employees stock option or other securities as may be notified by the Central Government from time to time; o) statutory auditor means an auditor appointed by a company under section 139 of the Companies Act ; p) stock exchange means a stock exchange which has been granted recognition under section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) ; q) tender offer means an offer by a company to buy-back its own shares or other specified securities through a letter of offer from the holders of the shares or other specified securities of the company; r) unpublished price sensitive information has the same meaning as defined in clause (n) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ; s) working day means any working day of the Board. (ii) All other expressions unless defined herein shall have the same meaning as has been assigned to them under the Act or the Securities Contracts (Regulation) Act, 1956 , or Companies Act or any statutory modification or re-enactment thereof, as the case may be. **************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 w.e.f. thirtieth day from the date of their publication in the Official Gazette 2. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 w.e.f. thirtieth day from the date of their publication in the Official Gazette before it was read as, j) odd lots mean the lots of shares or other specified securities of a company, whose shares are listed on a recognised stock exchange, which are smaller than such marketable lots, as may be specified by the stock exchange; 3. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 w.e.f. thirtieth day from the date of their publication in the Official Gazette