Securities And Exchange Board Of India - Subsection
Section 2(2) in Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(2)Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be persons acting in concert with other persons within the same category, unless the contrary is established,-(i)a company, its holding company, subsidiary company and any company under the same management or control;(ii)a company, its directors, and any person entrusted with the management of the company;(iii)directors of companies referred to in item (i) and (ii) of this sub-clause and associates of such directors;(iv)promoters and members of the promoter group;(v)immediate relatives;(vi)a mutual fund, its sponsor, trustees, trustee company, and asset management company;(vii)a collective investment scheme and its collective investment management company, trustees and trustee company;(viii)a venture capital fund and its sponsor, trustees, trustee company and asset management company;(viiia)[ an alternative investment fund and its sponsor, trustees, trustee company and manager;] [Inserted by the SEBI (Alternative Investment Funds) Regulations, 2012, w.e.f. 21-5-2012.](ix)[***] [Omitted '(ix) a foreign institutional investor and its sub-accounts' by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014.](x)a merchant banker and its client, who is an acquirer;(xi)a portfolio manager and its client, who is an acquirer;(xii)banks, financial advisors and stock brokers of the acquirer, or of any company which is a holding company or subsidiary of the acquirer, and where the acquirer is an individual, of the immediate relative of such individual:Provided that this sub-clause shall not apply to a bank whose sole role is that of providing normal commercial banking services or activities in relation to an open offer under these regulations;(xiii)an investment company or fund and any person who has an interest in such investment company or fund as a shareholder or unit holder having not less than 10 per cent of the paid-up capital of the investment company or unit capital of the fund, and any other investment company or fund in which such person or his associate holds not less than 10 per cent of the paid-up capital of that investment company or unit capital of that fund:Provided that nothing contained in this sub-clause shall apply to holding of units of mutual funds registered with the Board;Explanation. - For the purposes of this clause "associate" of a person means,-(a)any immediate relative of such person;(b)trusts of which such person or his immediate relative is a trustee;(c)partnership firm in which such person or his immediate relative is a partner; and (d) members of Hindu undivided families of which such person is a coparcener;(r)[ "postal ballot" means a postal ballot as provided for under Rule 22 of the Companies (Management and Administration) Rules, 2014 made under the Companies Act, 2013.] [Substituted by Notification No. SEBI/LAD-NRO/GN/2018/33, dated 11.9.2018 (w.e.f. 23.9.2011).](s)"promoter" has the same meaning as in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and includes a member of the promoter group;(t)"promoter group" has the same meaning as in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;(u)"public sector undertaking" means a target company in which, directly or indirectly, majority of shares or voting rights or control is held by the Central Government or any State Government or Governments, or partly by the Central Government and partly by one or more State Governments;(v)"shares" means shares in the equity share capital of a target company carrying voting rights, and includes any security which entitles the holder thereof to exercise voting rights;Explanation. - For the purpose of this clause shares will include all depository receipts carrying an entitlement to exercise voting rights in the target company;(w)"specified" means as specified by the Board;(x)"state-level financial institution" means a Financial Corporation established under section 3 or section 3A and institutions notified under section 46 of the State Financial Corporations Act, 1951 (63 of 1951), and includes a development corporation established as a company by a State Government with the object of development of industries or agricultural activities in the state;(y)"stock exchange" means a stock exchange which has been granted recognition under section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);(z)"target company" means a company and includes a body corporate or corporation established under a Central legislation, State legislation or Provincial legislation for the time being in force, whose shares are listed on a stock exchange;(za)"tendering period" means the period within which shareholders may tender their shares in acceptance of an open offer to acquire shares made under these regulations;(zb)"volume weighted average market price" means the product of the number of equity shares traded on a stock exchange and the price of each equity share divided by the total number of equity shares traded on the stock exchange;(zc)"volume weighted average price" means the product of the number of equity shares bought and price of each such equity share divided by the total number of equity shares bought;(zd)"weighted average number of total shares" means the number of shares at the beginning of a period, adjusted for shares cancelled, bought back or issued during the aforesaid period, multiplied by a time-weighing factor;(ze)[ "wilful defaulter" means any person 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 any person whose director, promoter or partner is categorized as such;] [Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2016, w.e.f. 25-05-2016.](zf)[] [Clause (ze) renumbered as clause '(zf)' by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2016, w.e.f. 25-05-2016.] "working day" means any working day of the Board.
