Regulation 2 - Definitions - Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.

Definitions 2. (1) In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meaning assigned to them below and their cognate expressions and variations shall be construed accordingly,- a) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992); b) acquirer includes a person - (i) who decides to make an offer for delisting of equity shares of the company along with the persons acting in concert in accordance with regulation 5A of the Takeover Regulations as amended from time to time ; or (ii) who is the promoter or part of the promoter group along with the persons acting in concert. c) Board means the Securities and Exchange Board of India established under section 3 of the Act ; d) bidding period means the period within which shareholders may tender their shares in acceptance of the offer for delisting of equity shares of the company made under these regulations; e) control shall have the same meaning as assigned to it under the Takeover Regulations as amended from time to time; f) company means a company within the meaning of sub-section (20) of section 2 of the Companies Act, 2013 (18 of 2013) and includes a body corporate or corporation established under any enactment for the time being in force, whose equity shares are listed on a recognised stock exchange; g) compulsory delisting means delisting of equity shares of a company by a recognised stock exchange under Chapter V of these regulations; h) Company Secretary in practice means a Company Secretary as defined in section 2(c) of the Company Secretaries Act, 1980 (56 of 1980) who is deemed to be in practice under sub-section (2) of section 2 of the said Act; i) detailed public announcement means the announcement made by the acquirer in terms of regulation 15 read with Schedule I of these regulations; j) delisting means permanent removal of equity shares of the company from the trading platform of a recognised stock exchange, either by way of voluntary or compulsory method; k) delisting period means the period between the date of initial public announcement and the date of payment of consideration to the shareholders, whose shares have been accepted in the reverse book building process or the date on which shares have been returned upon failure of the delisting offer, as the case may be; l) discovered price means the price discovered through reverse book building process in terms of Schedule II of these Regulations; 1 [ la) fixed delisting price means the fixed price offered by the acquirer for undertaking delisting of the equity shares of the company through fixed price process; ] 2 [ m) floor price means the minimum price offered by the acquirer in terms of regulation 19A of these regulations, while making the proposal for voluntarily delisting of the equity shares of the company; ] n) frequently traded shares shall have the same meaning as assigned to it under the Takeover Regulations as amended from time to time; o) indicative price means the price offered by the acquirer, which is higher than the floor price, while making the proposal to voluntarily delist the equity shares of the company; p) innovators growth platform shall have the same meaning as assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time; q) initial public announcement means the first announcement, including subsequent modifications thereto, if any, made by the acquirer to express its intention to voluntarily delist the equity shares of the company from all the recognised stock exchanges. r) Insolvency Code means the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ; 3 [ ra) Investment Holding Company means a company which holds investments in listed or unlisted companies or holding assets other than such investments; ] s) Peer Review Company Secretary means a Company Secretary in practice, who is either practicing individually or as a sole proprietor or as a partner of a Peer Reviewed Practice Unit , holding a valid certificate of peer review issued by the Institute of Company Secretaries of India; t) public shareholding shall have the same meaning as assigned to it under rule 2(e) of the Securities Contracts (Regulation) Rules, 1957 as amended from time to time and public shareholders shall be construed accordingly; u) persons acting in concert shall have the same meaning as assigned to it under the Takeover Regulations as amended from time to time; v) promoter shall have the same meaning as assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time; w) promoter group shall have the same meaning as assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time; x) recognised stock exchange means any stock exchange that has been granted recognition under section 4 of Securities Contracts (Regulation) Act, 1956 (42 of 1956) as amended from time to time; y) Schedule means a Schedule appended to these regulations; z) securities laws mean the Act, the Securities Contracts (Regulation) Act, 1956 (42 of 1956) , the Depositories Act,1996 (22 of 1996), the relevant provisions of any other law to the extent it is administered by the Board and the relevant rules and regulations made thereunder; aa) Takeover Regulations mean the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ; bb) voluntary delisting means the delisting of equity shares of a company voluntarily on an application made by it under Chapter III of these regulations; cc) valuer shall have the same meaning as assigned to it under section 247 of the Companies Act, 2013 (18 of 2013) as amended from time to time; dd) volume weighted average price shall have the same meaning as assigned to it under the Takeover Regulations as amended from time to time; ee) working days means the working days of the Board. (2) All other words and expressions used but not defined in these regulations, but defined in the Act or the Companies Act, 2013 (18 of 2013), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 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 vide Notification No. SEBI/LAD-NRO/GN/2024/206 dated 25-09-2024 w.e.f. (For Additional Condition See this Notification ) 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/206 dated 25-09-2024 w.e.f. (For Additional Condition See this Notification ) before it was read as, m) floor price means the minimum price offered by the acquirer, computed in accordance with regulation 8 of the Takeover Regulations as amended from time to time, while making the proposal for voluntarily delisting of the equity shares of the company; 3. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/206 dated 25-09-2024 w.e.f. (For Additional Condition See this Notification )