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TMI BlogDefinitionsX X X X Extracts X X X X X X X X Extracts X X X X ..... n associate of the issuer and as defined under the Companies Act, 2013 ; (f) Board means the Securities and Exchange Board of India established under the Act; (g) book building means a process undertaken to elicit demand and to assess the price for determination of the quantum or value or coupon of specified securities or Indian Depository Receipts, as the case may be, in accordance with these regulations; (h) composite issue means an issue of specified securities by a listed issuer on public-cum-rights basis, wherein the allotment in both public issue and rights issue is proposed to be made simultaneously; (i) control shall have the same meaning as assigned to it under the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 ; (j) convertible debt instrument means an instrument which creates or acknowledges indebtedness and is convertible into equity shares of the issuer at a later date at or without the option of the holder of the instrument, whether constituting a charge on the assets of the issuer or not; (k) convertible security means a security which is convertible into or exchangeable with equity shares of the issuer at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eral corporate purpose merely because no specific amount has been allocated for such expenses in the draft offer document, draft letter of offer 9 [ the offer document, or the letter of offer; ] (s) green shoe option means an option of allotting equity shares in excess of the equity shares offered in the public issue as a post-listing price stabilizing mechanism; (t) group companies , shall include such companies (other than promoter(s) and subsidiary/subsidiaries) with which there were related party transactions, during the period for which financial information is disclosed, as covered under the applicable accounting standards, and also other companies as considered material by the board of the issuer; (u) housing finance company means a deposit taking housing finance company registered with the National Housing Bank for carrying on the business of housing finance; (v) infrastructure sector shall include the following facilities/services: i) transportation (including inter modal transportation), including the following: A) roads, national highways, state highways, major district roads, other district roads and village roads, including toll roads, bridges, highways, road transport ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ainage, lighting, laying of roads, sanitation facilities etc.; ix) services provided by recognised stock exchanges and registered depositories, in relation to securities; x) other miscellaneous facilities or services, including the following: A) mining and related activities; B) technology related infrastructure; C) manufacturing of components and materials or any other utilities or facilities required by the infrastructure sector like energy saving devices and metering devices, etc.; D) environment related infrastructure; E) disaster management services; F) preservation of monuments and icons; G) emergency services (including medical, police, fire, and rescue); xi) such other facility or service which, in the opinion of the board, constitutes infrastructure sector; (w) initial public offer means an offer of specified securities by an unlisted issuer to the public for subscription and includes an offer for sale of specified securities to the public by any existing holders of such specified securities in an unlisted issuer; (x) 1 [ innovators growth platform means the trading platform for listing and trading of specified securities of issuers that comply with the eligibility criteri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th the lead manager(s) to subscribe to an issue, made in accordance with Chapter IX , in case of under-subscription or to receive or deliver the specified securities in the market-making process in such an issue; Explanation: private equity fund means a fund registered with any regulatory authority or a fund established by any person registered with any regulatory authority; (jj) non-institutional investor means an investor other than a retail individual investor and qualified institutional buyer; (kk) offer document means a red herring prospectus, prospectus or shelf prospectus, as applicable, referred to under the Companies Act, 2013 , in case of a public issue, and a letter of offer in case of a rights issue; (ll) offer through offer document means net offer and reservations; (mm) persons acting in concert shall have the same meaning as assigned to it under 10 [ **** ] the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ; (nn) preferential issue means an issue of specified securities by a listed issuer to any select person or group of persons on a private placement basis in accordance with Chapter V of these regulations ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s twenty per cent. or more, of the equity share capital; and C) any Hindu Undivided Family or firm in which the aggregate share of the promoter and their relatives is equal to or more than twenty per cent. of the total capital; v) all persons whose shareholding is aggregated under the heading shareholding of the promoter group : Provided that a financial institution, scheduled bank, 5 [ foreign portfolio investor other than individuals, corporate bodies and family offices ] , mutual fund, venture capital fund, alternative investment fund, foreign venture capital investor, insurance company registered with the Insurance Regulatory and Development Authority of India or any other category as specified by the Board from time to time, shall not be deemed to be promoter group merely by virtue of the fact that twenty per cent. or more of the equity share capital of the promoter is held by such person or entity: Provided further that such financial institution, scheduled bank, foreign portfolio investor other than Category III foreign portfolio investor, mutual fund, venture capital fund, alternative investment fund and foreign venture capital investor insurance company registered with the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ore than two lakhs rupees; (xx) rights issue means an offer of specified securities by a listed issuer to the shareholders of the issuer as on the record date fixed for the said purpose; (yy) schedule means schedule annexed to these regulations; (zz) scheduled commercial bank means scheduled commercial banks as included in the second schedule to the Reserve Bank of India Act, 1934; (aaa) self-certified syndicate bank means a banker to an issue registered with the Board, which offers the facility of ASBA; (bbb) selling shareholder(s) means any shareholder of the issuer who is offering for sale the specified securities in a public issue in accordance with these Regulations; 13 [ (bbbb) senior management shall mean the officers and personnel of the issuer who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secreta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tium thereof, in accordance with the guidelines on 11 [ wilful defaulters or fraudulent borrowers ] issued by the Reserve Bank of India; (mmm) working day means all days on which commercial banks in the city as specified in the offer document are open for business; Explanation: For the purpose of this clause, in respect of - (a) announcement of price band; and (b) bid/issue period, working day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in the city as notified in the offer document are open for business; (c) the time period between the bid/ issue closing date and the listing of the specified securities on the stock exchanges, working day shall mean all trading days of the stock exchanges, excluding Sundays and bank holidays, as per circulars issued by 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 , 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 statutes or rules or regulations or any statutor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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