Buy Back Definitions

Short title and commencement-

1.(a) These regulations shall be called the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998.
(b) These regulations shall come into force on the date of their publication in the Official Gazette.

Definitions-

2(1) In these regulations, unless the context otherwise requires:-

(a) ‘Act’ means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(b) `associate’ includes a person, -
 

(i) who directly or indirectly by himself or in combination with relatives, exercises control over the company or,

(ii) whose employee , officer or director is also a director, officer or employee of another company;

(c) ‘Board’ means the Board as defined in clause (a) of sub-section (1) of section 2 of the Act;

 

(d)‘control’ shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or share holders or voting agreements or in any other manner;

 

(e)‘company’ includes a company registered under the Companies Act, 1956 (1of 1956 ) and buys or intends to buy its own shares in accordance with these regulations;

 

(f)`Companies Act’ means `Companies Act,1956 ( 1 of 1956 ) as inserted by Companies ( Amendment ) Ordinance,1998 ( 19 of 1998 );

(g)`insider’ means an insider as defined in clause ( e) of regulation 2 of Securities and Exchange Board of India ( Insider Trading) Regulations, 1992;

(h) `merchant banker’ means a merchant banker registered under section 12 of the Act;

(k)‘ registrar ’ means a registrar to an issue and includes a share transfer agent registered under section 12 of the Act;
(l) ‘securities’ means ‘securities’ as defined in clause (h) of section 2 of the
Securities Contracts (Regulation) Act, 1956 ( 42 of 1956 );
(m)‘statutory auditor’ means an auditor appointed by a company under section 224 of the Companies Act 1956 (1 of 1956);
(n) ‘stock exchange’ means a stock exchange which has been granted recognition under section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);
(o) ‘tender offer’ means an offer by a company to buy back its shares through a letter of offer from the holders of the shares of the company.

2. All other expressions unless defined herein shall have the same meaning as have been assigned to them under the Act or the Securities Contracts (Regulation) Act, 1956 or the Companies Act, 1956, or any statutory modification or re-enactment thereof, as the case may be.

Source : Sebi