Regulation 2 - Definitions - Securities and Exchange Board of India (Buy Back Of Securities) Regulations, 1998

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 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 another company; (c) Board means the board as defined in clause (a) of sub-section (1) of section 2 of the Act; (d) control shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or 1 [security-holders] or voting agreements or in any other manner; (e) company includes a company registered under the Companies Act, 1956 (1 of 1956) any buys or intends to buy its own 2 [shares or other specified securities] in accordance with these regulations; (f) Companies Act means the Companies Act, 1956 (1 of 1956), as inserted by 3 [the Companies (Amendment) Act, 1999 (21 of 1999)]; (g) insider means an insider as defined in clause (e) of regulation 2 of the Securities and Exchange Board of India (Insider Trading) Regulations, 1992; (h) merchant banker means a merchant banker registered under section 12 of the Act; (i) Ordinance means 4 [the Companies (Amendment) Act, 1999 (21 of 1999)]; (j) promoter means promoter as defined in clause (h) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997; (k) registrar means a registrar to an issue and includes a share transfer agent registered under section 12 of the Act; (l) securities means securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); 5 [(la) small shareholder means a shareholder of a listed 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 security, as on record date is not more than two lakh rupee;] (m) statutory auditor means an auditor appointed by a company under section 224 of the Companies Act, 1956 (1 of 1956); (n) stock exchange means a stock exchange which has been granted recognition under section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (o) tender offer means an offer by a company to buy-back its 6 [shares or other specified securities] through a letter of offer from the holders of the 7 [shares or other specified securities] of the company; 8 [(p) working day means any working day of the Board.] (2) All other expressions unless defined herein shall have the same meaning as have been assigned to them under the Act or the Securities Contracts (Regulation) Act, 1956, or the Companies Act, 1956, or any statutory modification or re-enactment thereof, as the case may be. ******** 1 Substituted for the word shareholders by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 2 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 3 Substituted for the words the Companies (Amendment) Ordinance, 1998 (19 of 1998) by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 4 Substituted for the words the Companies (Amendment) Ordinance, 1998 (19 of 1998) by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 5 Inserted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02-2012. 6 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 7 Substituted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2004 w.e.f. 18-06-2004 for the words specified securities , which had earlier been substituted for the word shares by the SEBI (Buy-back of Securities) (Amendment) Regulations, 1999, w.e.f. 21-09-1999. 8 Inserted by the SEBI (Buy-back of Securities) (Amendment) Regulations, 2012, w.e.f. 07-02-2012.