Regulation 2 - Definitions - Securities and Exchange Board of India (Issue And Listing Of Non-Convertible Redeemable Preference Shares) Regulations, 2013

Definitions 2. (1) In these regulations unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly, (a) abridged prospectus shall have the same meaning assigned to it in or under sub-section (1) of Section 2 of the Companies Act, 1956 and shall contain such additional disclosures as specified by Board from time to time; (b) Act means the Securities and Exchange Board of India Act, 1992; (c) advertisement includes notices, brochures, pamphlets, circulars, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, pictures, films, cover pages of offer documents or any other print medium, radio, television programmes through any electronic medium; (d) bank includes any bank included in the Second Schedule to the Reserve Bank of India Act, 1934; (e) Board means the Securities and Exchange Board of India established under provisions of Section 3 of Act; (f) book building means a process undertaken prior to filing of prospectus with the Registrar of Companies by means of circulation of a notice, circular, advertisement or other document by which the demand for the non-convertible redeemable preference shares proposed to be issued by an issuer is elicited and the price and quantity of such securities is assessed; (g) designated stock exchange means a stock exchange in which securities of the issuer are listed or proposed to be listed and which is chosen by the issuer for the purpose of a particular issue under these regulations; (h) innovative perpetual debt instrument means an innovative perpetual debt instrument issued by a bank in accordance with the guidelines framed by the Reserve Bank of India; (i) issuer means any public company in terms of section 3 of the Companies Act, 1956, public sector undertaking or statutory corporation which makes or proposes to make an issue of non-convertible redeemable preference shares in accordance with these regulations or which has its securities listed on a recognized stock exchange or which seeks to list its non-convertible redeemable preference shares on a recognized stock exchange; (j) Listing Agreement means a listing agreement to be entered into between the issuer and the stock exchange where the non-convertible redeemable preference shares are proposed to be listed in the form as may be specified by the Board from time to time; (k) non-convertible redeemable preference share means a preference share which is redeemable in accordance with the provisions of the Companies Act, 1956 and does not include a preference share which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the option of the holder; (l) perpetual non-cumulative preference share means a perpetual non-cumulative preference share issued by a bank in accordance with the guidelines framed by the Reserve Bank of India; (m) private placement means an offer or invitation to subscribe to the non-convertible redeemable preference shares in terms of sub-section (3) of section 67 of the Companies Act, 1956; (n) promoter has the same meaning as in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (o) public issue means an offer or invitation by an issuer to public to subscribe to the non-convertible redeemable preference shares which is not in the nature of a private placement; (p) offer document means prospectus and includes any such document or advertisement whereby the subscription to non-convertible redeemable preference shares are invited by the issuer from public; (q) recognized stock exchange means any stock exchange which is recognized under section 4 of the Securities Contracts (Regulation) Act, 1956; (r) schedule means a schedule annexed to these regulations; (s) specified means as specified by the Board 1 [;] 2 [(t) wilful defaulter means an issuer who is categorized as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes an issuer whose director or promoter is categorized as such.] (2) All other words and expressions used but not defined in these regulations, shall have the same meanings respectively assigned to them in the Act or the Companies Act, 1956 or Securities Contracts (Regulation) Act, 1956 or the Depositories Act, 1996 or the Rules and the Regulations made thereunder or any statutory modification or re-enactment thereto, unless the context requires otherwise. ******* 1 Substituted for . by the SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) (Amendment) Regulations, 2016 w.e.f. 25-05-16. 2 Inserted by the SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) (Amendment) Regulations, 2016 w.e.f. 25-05-16.