(1)

In these regulations, unless the context otherwise requires:

(A) rail system, rail transport providers, metro rail roads and other railway related services;

(B) ports (including minor ports and harbours), inland waterways, coastal shipping including shipping lines and other port related services;

(C) aviation, including airports, heliports, airlines and other airport related services;

(D) logistics services;

(A) infrastructure related to storage facilities

(B) construction relating to projects involving agro-processing and supply of inputs to agriculture;

(C) construction for preservation and storage of processed agro-products, perishable goods such as fruits, vegetables and flowers including testing facilities for quality;

(A) water supply or distribution;

(B) irrigation;

(C) water treatment, etc.

(A) basic or cellular, including radio paging;

(B) domestic satellite service (i.e., satellite owned and operated by an Indian company for providing telecommunication service);

(C) network of trunking, broadband network and internet services;

(A) real estate development, including an industrial park or special economic zone;

(B) tourism, including hotels, convention centres and entertainment centres;

(C) public markets and buildings, trade fair, convention, exhibition, cultural centres, sports and recreation infrastructure, public gardens and parks;

(D) construction of educational institutions and hospitals;

(E) other urban development, including solid waste management systems, sanitation and sewerage systems, etc.;

(A) generation of power through thermal, hydro, nuclear, fossil fuel, wind and other renewable sources;

(B) transmission, distribution or trading of power by laying a network of new transmission or distribution lines;

(A) exploration and production;

(B) import terminals;

(C) liquefaction and re-gasification;

(D) storage terminals;

(E) transmission networks and distribution networks including city gas infrastructure;

(A) urban and rural housing including public or mass housing, slum rehabilitation etc;

(B) other allied activities such as drainage, lighting, laying of roads, sanitation facilities etc.;

(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);

(aa) "issuer " means a company or a body corporate authorized to issue specified securities under the relevant laws and whose specified securities are being issued and/or offered for sale in accordance with these regulations;

(bb) "key managerial personnel " means the officers or personnel of the issuer who are members of its core management team (excluding board of directors) and includes members of the management one level below the executive directors of the issuer, functional heads and `key managerial personnel' as defined under the Companies Act, 2013 or any other person whom the issuer may declare as a key managerial personnel;

(cc) "lead manager " means a merchant banker registered with the Board and appointed by the issuer to manage the issue and in case of a book built issue, the lead manager(s) appointed by the issuer shall act as the book running lead manager(s) for the purposes of book building;

(dd) "listed issuer " means an issuer whose equity shares are listed on a recognised stock exchange having nationwide trading terminals;

(ee) "main board " means a recognised stock exchange having nationwide trading terminals, other than SME exchange;

(ff) "net offer " means an offer of specified securities to the public but does not include reservations and promoters' contribution brought in as part of the issue;

(gg) "net tangible assets " mean the sum of all net assets of the issuer, excluding intangible assets as defined in Accounting Standard 26 (AS 26) or Indian Accounting Standard (Ind AS) 38, as applicable, issued by the Institute of Chartered Accountants of India;

(hh) "net worth " means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation;

(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 regulation 2(1)(q) of 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 and does not include an offer of specified securities made through employee stock option scheme, employee stock purchase scheme or an issue of sweat equity shares or depository receipts issued in a country outside India or foreign securities;

(oo) "promoter " shall include a person:

(pp) "promoter group " includes:

(A) a subsidiary or holding company of such body corporate;

(B) any body corporate in which the promoter holds twenty per cent. or more of the equity share capital; and/or any body corporate which holds twenty per cent. or more of the equity share capital of the promoter;

(C) any body corporate in which a group of individuals or companies or combinations thereof acting in concert, which hold twenty per cent. or more of the equity share capital in that body corporate and such group of individuals or companies or combinations thereof also holds twenty per cent. or more of the equity share capital of the issuer and are also acting in concert; and

(A) any body corporate in which twenty 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 their relative is a member;

(B) any body corporate in which a body corporate as provided in (A) above holds 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;

(qq) "public financial institution " means a public financial institution as defined under the Companies Act, 2013;

(rr) "public issue " means an initial public offer or a further public offer;

(ss) "qualified institutional buyer " means:

(tt) "qualified institutions placement " means issue of eligible securities by a listed issuer to qualified institutional buyers on a private placement basis and includes an offer for sale of specified securities by the promoters and/or promoter group on a private placement basis, in terms of these regulations;

(uu) "relative " means a relative as defined under the Companies Act, 2013.

(ww) "retail individual shareholder " means a shareholder who applies or bids for specified securities for a value of not more than two lakhs rupees;

(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;

(ccc) "securities laws " means the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder and the general or special orders, guidelines or circulars made or issued by the Board thereunder and the provisions of the Companies Act, 2013 or any previous company law and any subordinate legislation framed thereunder, which are administered by the Board ;

(ddd) "SME exchange " means a trading platform of a recognised stock exchange having nationwide trading terminals permitted by the Board to list the specified securities issued in accordance with Chapter IX and includes a stock exchange granted recognition for this purpose but does not include the Main Board;

(eee) "specified securities " means equity shares and convertible securities;

(eeea) [ "SR equity shares " means the equity shares of an issuer having superior voting rights compared to all other equity shares issued by that issuer.] [Inserted by Notification No. SEBI/LAD-NRO/GN/2019/29, dated 29.7.2019.]

(fff) "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;

(ggg) "stock exchange " means any recognised stock exchange having nationwide trading terminals chosen by the issuer on which securities of an issuer are listed or proposed to be listed for the purpose of a particular issue of specified securities under these regulations, other than an SME exchange;

(hhh) "syndicate member " means an intermediary registered with the Board and who is permitted to accept bids, applications and place orders with respect to the issue and carry on the activity as an underwriter;

(jjj) "unlisted issuer " means an issuer which is not a listed issuer;

(kkk) "valuer " means a person who is registered under section 247 of the Companies Act, 2013 and the relevant rules framed thereunder or as specified by the Board;

(lll) "wilful defaulter " means a person or an issuer who or which is categorized as a wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters 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;

(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 statutory modification or re-enactment thereto, as the case may be.