Regulation 2 - Definitions - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Definitions. 2. (1) 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 shall mean any entity which is an associate under sub-section (6) of section 2 of the Companies Act, 2013 or under the applicable accounting standards: Provided that this definition shall not be applicable for the units issued by mutual fund which are listed on a recognised stock exchange(s) for which the provisions of the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 shall be applicable; (c) Board means the Securities and Exchange Board of India established under section 3 of the Act ; (d) board of directors or board of trustees shall mean the board of directors or board of trustees, whichever applicable, of the listed entity; (e) chief executive officer or managing director or manager shall mean the person so appointed in terms of the Companies Act, 2013; (f) chief financial officer or whole time finance director or head of finance , by whatever name called, shall mean the person heading and discharging the finance function of the listed entity as disclosed by it to the recognised stock exchange(s) in its filing under these regulations; (g) committee shall mean committee of board of directors or any other committee so constituted; (h) designated securities means specified securities, non-convertible debt securities, non-convertible redeemable preference shares, perpetual debt instrument, perpetual non-cumulative preference shares, Indian depository receipts, securitised debt instruments, [security receipts,] 1 units issued by mutual funds 23 [ Zero Coupon Zero Principal Instruments ] and any other securities as may be specified by the Board ; (i) financial year shall have the same meaning as assigned to it under sub-section (41) of section 2 of the Companies Act, 2013; 2 [(ia) fugitive economic offender shall mean an individual who is declared a fugitive economic offender under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018);] (j) global depository receipts means global depository receipts as defined in sub-section (44) of section 2 of the Companies Act, 2013; 26 [ **** ] (l) half yearly results means the financial results prepared in accordance with these regulations in respect of a half year; (m) holding company means a holding company as defined in sub-section (46) of section 2 of the Companies Act, 2013; (n) Indian depository receipts means Indian depository receipts as defined in sub-section(48) of section 2 of the Companies Act, 2013; [(na) Insolvency Code means the Insolvency and Bankruptcy Code, 2016 [No. 31 of 2016]] 3 (o) key managerial personnel means key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013; (p) listed entity means an entity which has listed, on a recognised stock exchange(s), the designated securities issued by it or designated securities issued under schemes managed by it, in accordance with the listing agreement entered into between the entity and the recognised stock exchange(s); (q) listing agreement shall mean an agreement that is entered into between a recognised stock exchange and an entity, on the application of that entity to the recognised stock exchange, undertaking to comply with conditions for listing of designated securities; (r) main board means main board as defined in clause 11 [ (ee) ] of sub-regulation (1) of regulation 11 [ 2 ] of the 10 [ Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ] ; 25 [ (ra) mainstream media shall include print or electronic mode of the following: i. Newspapers registered with the Registrar of Newspapers for India; ii. News channels permitted by Ministry of Information and Broadcasting under Government of India; iii. Content published by the publisher of news and current affairs content as defined under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021; and iv. Newspapers or news channels or news and current affairs content similarly registered or permitted or regulated, as the case may be, in jurisdictions outside India; ] (s) net worth means net worth as defined in sub-section (57) of section 2 of the Companies Act, 2013; (t) 18 [ non-convertible debt securities means debt securities as defined under the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; ] (u) 19 [ non-convertible redeemable preference shares , non-convertible securities , perpetual debt instrument and perpetual non-cumulative preference share shall have the same meaning as assigned to them in the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021; ] (v) offer document shall have the same meaning assigned to it under clause 12 [ (kk) ] of sub-regulation (1) of regulation 2 of the 10 [ Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ] , 20 [ clause (y) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021 ] , clause (r) of regulation 2 of the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 and clause (l) of sub-regulation (1) of regulation 2 of the [Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008] 4 , as may be applicable; (w) promoter and promoter group shall have the same meaning as assigned to them respectively in clauses 13 [ (oo) ] and 13 [ (pp) ] of sub-regulation (1) of regulation 2 of the 10 [ Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ] . (x) public means public as defined under clause (d) of rule 2 of the Securities Contracts (Regulation) Rules, 1957; (y) public shareholding means public shareholding as defined under clause (e) of rule 2 of the Securities Contracts (Regulation) Rules, 1957; (z) quarter means the period of three months commencing on the first day of April, July, October or January of a financial year; (za) quarterly results means the financial results prepared in accordance with these regulations in respect of a quarter; (zb) related party means a related party as defined under sub-section (76) of section 2 of the Companies Act, 2013 or under the applicable accounting standards: 21 [ Provided that: (a) any person or entity forming a part of the promoter or promoter group of the listed entity; or (b) any person or any entity, holding equity shares: (i) of twenty per cent or more; or (ii) of ten per cent or more, with effect from April 1, 2023; in the listed entity either directly or on a beneficial interest basis as provided under section 89 of the Companies Act, 2013, at any time, during the immediate preceding financial year; shall be deemed to be a related party: ] Provided 6 [further] that this definition shall not be applicable for the units issued by mutual funds which are listed on a recognised stock exchange(s); 22 [ (zc) related party transaction means a transaction involving a transfer of resources, services or obligations between: (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand; or (ii) a listed entity or any of its subsidiaries on one hand, and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, with effect from April 1, 2023; regardless of whether a price is charged and a transaction with a related party shall be construed to include a single transaction or a group of transactions in a contract: Provided that the following shall not be a related party transaction: (a) the issue of specified securities on a preferential basis, subject to compliance of the requirements under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (b) the following corporate actions 27 [ **** ] which are uniformly applicable/offered to all shareholders in proportion to their shareholding: i. payment of dividend; ii. subdivision or consolidation of securities; iii. issuance of securities by way of a rights issue or a bonus issue; and iv. buy-back of securities. (c) acceptance of fixed deposits by banks/Non-Banking Finance Companies at the terms uniformly applicable/offered to all shareholders/public, subject to disclosure of the same along with the disclosure of related party transactions every six months to the stock exchange(s), in the format as specified by the Board: Provided further that this definition shall not be applicable for the units issued by mutual funds which are listed on a recognised stock exchange(s); ] 28 [ (d) acceptance of current account deposits and saving account deposits by banks in compliance with the directions issued by the Reserve Bank of India or any other central bank in the relevant jurisdiction from time to time: Explanation: For the purpose of clauses (c) and (d) above, acceptance of deposits includes payment of interest thereon. (e) retail purchases from any listed entity or its subsidiary by its directors or its employees, without establishing a business relationship and at the terms which are uniformly applicable/offered to all employees and directors: ] (zd) relative means relative as defined under sub-section (77) of section 2 of the Companies Act, 2013 and rules prescribed there under: Provided this definition shall not be applicable for the units issued by mutual fund which are listed on a recognised stock exchange(s); (ze) schedule means a schedule annexed to these regulations; 29 [ (zf) securities laws means the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder and the general or special orders, guidelines or circulars made or issued by the Board thereunder and the provisions of the Companies Act, 2013 or any previous company law and any subordinate legislation framed thereunder, which are administered by the Board; ] 7 [ (zg) securitized debt instruments shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008; ] [(zga) security receipts shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008;] 8 (zh) servicer means servicer as defined under clause(t) of sub-regulation (1) of regulation 2 of the [Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008;] 9 (zi) small and medium enterprises or SME shall mean an entity which has issued specified securities in accordance with the provisions of Chapter 14 [ IX ] of the 10 [ Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ] ; (zj) SME Exchange means an SME exchange as defined under clause 15 [ (ddd) ] of sub-regulation (1) of regulation 15 [ 2 ] of the 10 [ Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ] ; (zk) stock exchange means a recognised stock exchange as defined under clause (f) of section 2 of the Securities Contracts (Regulation) Act, 1956; (zl) specified securities means equity shares and convertible securities as defined under clause 16 [ (eee) ] of sub-regulation (1) of regulation 2 of the 10 [ Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ] ; 30 [ (zla) SR equity shares means the equity shares of a listed entity having superior voting rights compared to all other equity shares issued by that listed entity; ] (zm) subsidiary means a subsidiary as defined under sub-section(87) of section 2 of the Companies Act, 2013; 17 [ (zn) working days means working days of the stock exchange where the securities of the entity are listed. ] 24 [ (zo) the expressions For Profit Social Enterprise , Not for Profit Organization , Social Enterprise , Social Stock Exchange , draft fund raising document , final fund raising document , fund raising document , Social Auditor and Social Audit Firm shall have the same meaning as assigned to them in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018; ] (2) All other words and expressions used but not defined in these regulations, but defined in the Act or the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and/or the rules and regulations made thereunder shall have the same meaning as respectively assigned to them in such Acts or rules or regulations or any statutory modification or re-enactment thereto, as the case may be. ************** NOTES:- 1 Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018, w.e.f. 06.09.2018. 2 Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018, w.e.f. 16.11.2018. 3 Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018, w.e.f. 31.05.2018. 4 Substituted by SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018, w.e.f. 06.09.2018. Prior to this, it read as Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 . 5 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019 6 Inserted ibid. 7 Substituted by SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018, w.e.f. 06.09.2018. Prior to this, it read as [(zg) securitised debt instruments as defined in the Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 . 8 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018, w.e.f. 06.09.2018. 9 Substituted by SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018, w.e.f. 06.09.2018. Prior to this, it read as Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 10. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as , Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 11. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as (a) 106N 12. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as (x) 13. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as (za) (zb) 14. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as XB 15. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as (c) (106N) 16. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as (zj) 17. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 18. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as non-convertible debt securities which is debt securities as defined under regulation 2(1)(e) of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; 19. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as non-convertible redeemable preference shares , perpetual debt instrument / innovative perpetual debt instrument and perpetual non-cumulative preference share shall have the same meaning as assigned to them in the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013; 20. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as clause (j) of sub-regulation(1) of regulation 2 of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, clause (p) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 21. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/55 dated 09-11-2021 w.e.f. 01-04-2022 before it was read as 5 [Provided that any person or entity belonging to the promoter or promoter group of the listed entity and holding 20% or more of shareholding in the listed entity shall be deemed to be a related party.] 22. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/55 dated 09-11-2021 w.e.f. 01-04-2022 before it was read as (zc) related party transaction means a transfer of resources, services or obligations between a listed entity and a related party, regardless of whether a price is charged and a transaction with a related party shall be construed to include a single transaction or a group of transactions in a contract: Provided that this definition shall not be applicable for the units issued by mutual funds which are listed on a recognised stock exchange(s); 23. Inserted vide F. No. SEBI/LAD-NRO/GN/2022/88 dated 25-07-2022 24. Inserted vide F. No. SEBI/LAD-NRO/GN/2022/88 dated 25-07-2022 25. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) 26. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, (k) half year means the period of six months commencing on the first day of April or October of a financial year; 27. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, by the listed entity 28. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 29. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, (zf) securities laws means the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996, and the provisions of the Companies Act, 1956 and Companies Act, 2013, and the rules, regulations, circulars or guidelines made thereunder. 30. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024