Securities And Exchange Board Of India - Subsection
Section 2(1) in Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013
(1)In these regulations unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly, -(a)"abridged prospectus" shall have the same meaning assigned to it in or under sub-section (1) of Section 2 of the Companies Act, 1956and shall contain such additional disclosures as specified by Board from time to time;(b)"Act" means the Securities and Exchange Board of India Act, 1992;(c)"advertisement" includes notices, brochures, pamphlets, circulars, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, pictures, films, cover pages of offer documents or any other print medium, radio, television programmes through any electronic medium;(d)"bank" includes any bank included in the Second Schedule to the Reserve Bank of India Act, 1934;(e)"Board" means the Securities and Exchange Board of India established under provisions of Section 3 of Act;(f)"book building" means a process undertaken prior to filing of prospectus with the Registrar of Companies by means of circulation of a notice, circular, advertisement or other document by which the demand for the non-convertible redeemable preference shares proposed to be issued by an issuer is elicited and the price and quantity of such securities is assessed;(g)"designated stock exchange" means a stock exchange in which securities of the issuer are listed or proposed to be listed and which is chosen by the issuer for the purpose of a particular issue under these regulations;(h)"innovative perpetual debt instrument" means an innovative perpetual debt instrument issued by a bank in accordance with the guidelines framed by the Reserve Bank of India;(i)"issuer" means any public company in terms of section 3 of the Companies Act, 1956, public sector undertaking or statutory corporation which makes or proposes to make an issue of non-convertible redeemable preference shares in accordance with these regulations or which has its securities listed on a recognized stock exchange or which seeks to list its non-convertible redeemable preference shares on a recognized stock exchange;(j)"Listing Agreement" means a listing agreement to be entered into between the issuer and the stock exchange where the non-convertible redeemable preference shares are proposed to be listed in the form as may be specified by the Board from time to time;(k)"non-convertible redeemable preference share" means a preference share which is redeemable in accordance with the provisions of the Companies Act, 1956 and does not include a preference share which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the option of the holder;(l)"perpetual non-cumulative preference share" means a perpetual non-cumulative preference share issued by a bank in accordance with the guidelines framed by the Reserve Bank of India;(m)"private placement" means an offer or invitation to subscribe to the non-convertible redeemable preference shares in terms of sub-section (3) of section 67 of the Companies Act, 1956;(n)"promoter" has the same meaning as in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;(o)"public issue" means an offer or invitation by an issuer to public to subscribe to the non-convertible redeemable preference shares which is not in the nature of a private placement;(p)"offer document" means prospectus and includes any such document or advertisement whereby the subscription to non-convertible redeemable preference shares are invited by the issuer from public;(q)"recognized stock exchange" means any stock exchange which is recognized under section 4 of the Securities Contracts (Regulation) Act, 1956;(r)"schedule" means a schedule annexed to these regulations;(s)"specified" means as specified by the Board [;] [Substituted for '.' by the SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) (Amendment) Regulations, 2016 w.e.f. 25-05-16.](t)[ "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.] [Inserted by the SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) (Amendment) Regulations, 2016 w.e.f. 25-05-16.]
