(1) In these regulations, unless the context otherwise requires,
(i) ‘Act’ means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
1[(ia) ‘acquirer’ shall have the same meaning as assigned to it in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and who has chosen to make an offer for delisting the company in accordance with regulation 5A of the said Regulations.
1 Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.
2
Explanation. - Any reference made to the promoter in relation to a delisting offer under these regulations shall apply mutatis mutandis to an acquirer making a delisting offer.]
(ii) ‘Board’ means the Securities and Exchange Board of India established under section 3 of the Act;
2[(iii) ‘company’ means a company within the meaning of section 2 of the Companies Act, 2013 and includes a body corporate or corporation established under a Central Act, State Act or Provincial Act for the time being in force, whose equity shares are listed on a recognised stock exchange;]
(iv)‘compulsory delisting’ means delisting of equity shares of a company by a recognised stock exchange under Chapter V of these regulations;
3[***] 4[(v) ‘public shareholders’ mean the holders of equity shares, other than the following:
(a) promoters, promoter group and persons acting in concert with them;
(b) acquirer(s) and persons acting in concert with such acquirer(s); and
(c) holders of depository receipts issued overseas against equity shares held with a custodian and such custodian holding the equity shares.]
(vi)‘recognised stock exchange’ means any stock exchange which has been granted recognition under section 4 of the Securities Contracts (Regulation) Act, 1956;
(vii) ‘Schedule’ means a Schedule appended to these regulations;
2 Substituted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f.
14.11.2018. Prior to the substitution, the clause read as follows:
“(iii)‘company’ means a company within the meaning of section 3 of the Companies Act, 1956 (1 of 1956) and includes a body corporate or corporation established under a central Act, state Act or provincial Act for the time being in force, whose equity shares are listed on a recognised stock exchange;” 3 Omitted ibid. Prior to the omissions, the said clause, Inserted by the SEBI (Delisting of Equity shares) (Amendment) Regulations 2015, w.e.f. 24-03-2015, read as follows:
“(iva) “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, 2009;” 4 Inserted by the SEBI (Delisting of Equity Shares) (Second Amendment) Regulations, 2018, w.e.f. 14.11.2018.
Prior to the substitution, the clause read as follows:
“(v) ‘public shareholders’ means the holders of equity shares, other than the following:
(a) promoters;
(b) holders of depository receipts issued overseas against equity shares held with a custodian and such custodian;” 3
(viii) ‘voluntary delisting’ means delisting of equity shares of a company voluntarily on application of the company under Chapter III of these regulations;
(ix)‘working days’ means the working days of the Board.
(2) The words ‘control’, ‘person acting in concert’, ‘promoter’, 5[‘promoter group’], 6[***] shall have the meanings respectively assigned to them under the 7[Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011] as amended from time to time.
(3) Words and expressions not defined in these regulations, but defined in or under the Act or the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the Companies Act, 8[2013 (18 of 2013)], or any statutory modification or re-enactment thereof, shall have the same meanings as in or under those enactments.
CHAPTER II DELISTING OF EQUITY SHARES Applicability