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TMI BlogDefinitionsX X X X Extracts X X X X X X X X Extracts X X X X ..... en to elicit demand and to assess the price for determination of the quantum or value of specified securities or Indian Depository Receipts, as the case may be, in accordance with these regulations; (g) "book runner" means a merchant banker appointed by the issuer to undertake the book building process; (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 clause (c) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 1997; (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) 2["convertible security" means a security which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the optio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er for sale of specified securities to the public by any existing holders of such securities in an unlisted issuer; (q) "issue size" includes offer through offer document and promoters' contribution; (r) "issuer" means any person making an offer of specified securities; (s) "key management personnel" means the officers vested with executive powers and the officers at the level immediately below the board of directors of the issuer and includes any other person whom the issuer may declare as a key management personnel; (t) "listed issuer" means an issuer whose equity shares are listed in a recognised stock exchange; (u) "net offer to public" means an offer of specified securities to the public but does not include reservations; (v) "net worth" means the aggregate of the paid up share capital, share premium account, and reserves and surplus (excluding revaluation reserve) as reduced by the aggregate of miscellaneous expenditure (to the extent not adjusted or written off) and the debit balance of the profit and loss account; (w) "non institutional investor" means an investor other than a retail individual investor and qualified institutional buyer; (x) "offer document" means a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nations thereof which hold twenty per cent. or more of the equity share capital in that body corporate also holds twenty per cent. or more of the equity share capital of the issuer; and (iv) in case the promoter is an individual: (A) any body corporate in which ten per cent. or more of the equity share capital is held by the promoter or an immediate relative of the promoter or a firm or Hindu Undivided Family in which the promoter or any one or more of his immediate relative is a member; (B) any body corporate in which a body corporate as provided in (A) above holds ten per cent. or more, of the equity share capital; (C) any Hindu Undivided Family or firm in which the aggregate shareholding of the promoter and his immediate relatives is equal to or more than ten per cent. of the total; and (v) all persons whose shareholding is aggregated for the purpose of disclosing in the prospectus under the heading "shareholding of the promoter group": Provided that a financial institution, scheduled bank, 7[foreign portfolio investor other than Category III foreign portfolio investor] and mutual fund shall not be deemed to be promoter group merely by virtue of the fact that ten ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equity shares and convertible securities; (zk) "stabilising agent" means a merchant banker who is responsible for stabilising the price of equity shares under a green shoe option, in terms of these regulations; (zl) "syndicate member" means an intermediary registered with the Board and who is permitted to carry on the activity as an underwriter; 17[(zla) "systemically important non-banking financial company" means a non-banking financial company registered with the Reserve Bank of India and having a net-worth of more than five hundred crore rupees as per the last audited financial statements.] (zm) "unlisted issuer" means an issuer which is not a listed issuer 18[;] (zn) 19["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, but defined in the Act or the Companies Act, 1956, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , w.e.f. 11.12.2009. 12 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010. 13 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2017, w.e.f. 31.5.2017. 14 Substituted for "one lakh", by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010. 15 Omitted, by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010. Prior to its omission, sub-clause (i) as amended by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010, read as under : "(i) as on the date fixed for the purpose of determining shareholders eligible for reservation in terms of regulation 42 of these regulations, is holding equity shares which, on the basis of the closing price of the equity shares on the recognized stock exchange in which highest trading volume in respect of the equity shares of the issuer was recorded as on the previous day, are worth up to one lakh rupees; and" 16 Substituted for "one lakh", by the SEBI (Issue of Ca ..... X X X X Extracts X X X X X X X X Extracts X X X X
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