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Definitions.

..... , unless the context otherwise requires :- (a) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) acquirer means any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights in the target company, or acquires or agrees to acquire control over the target company, either by himself or with any person acting in concert with the acquirer; (c) 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 shareholders agreements or voting agreements or in any other manner; .....

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..... llowing persons will be deemed to be persons acting in concert with other persons in the same category, unless the contrary is established: (i) a company, its holding company, or subsidiary of such company or company under the same management either individually or together with each other; (ii) a company with any of its directors, or any person entrusted with the management of the funds of the company; (iii) directors of companies referred to in sub-clause (i) of clause (2) and their associates; (iv) mutual fund with sponsor or trustee or asset management company; (v) foreign institutional investors with sub-account(s); (vi) merchant bankers with their client(s) as acquirer; (vii) portfolio managers with their client(s) as acquirer; (viii) .....

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..... on 4; 5[(h) promoter means- (a) any person who is in control of the target company; (b) any person named as promoter in any offer document of the target company or any shareholding pattern filed by the target company with the stock exchanges pursuant to the Listing Agreement, whichever is later; and includes any person belonging to the promoter group as mentioned in Explanation I: Provided that a director or officer of the target company or any other person shall not be a promoter, if he is acting as such merely in his professional capacity. Explanation I.─For the purpose of this clause, promoter group shall include: (a) in case promoter is a body corporate- (i) a subsidiary or holding company of that body corporate; (ii) any company .....

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..... ed in section 4A of the Companies Act, 1956; 6[(ii) Public Sector Undertaking means a company in which the Central Government 6[or a State Government] holds 50% or more of its equity capital or is in control of the company;] 7[(j) public shareholding means shareholding held by persons other than promoters as defined under clause (h);] (k) shares means shares in the share capital of a company carrying voting rights and includes any security which would entitle the holder to receive shares with voting rights 8[but shall not include preference shares;] (l) sick industrial company shall have the same meaning assigned to it in clause (o) of sub-section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986), .....

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..... 9-9-2002. before it was read as under: (f) offer period means the period between the date of public announcement of the first offer and the date of closure of that offer;" 5. Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2006, w.e.f. 26-5-2006. Before it was read as:, clause (h) as inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2005, w.e.f. 3-1-2005 read as under: (h) promoter , unless otherwise provided elsewhere, means- (i) any person who is directly or indirectly in control of the company; or (ii) any person named as promoter in any document for offer of securities to the public or existing shareholders or in the shareholding patte .....

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..... twenty six per cent.(26%) or more of the equity share capital in such body corporate; (v) any other body corporate under the same management as the said body corporate within the meaning of sub-section (1B) of section370 of the Companies Act, 1956; Explanation I. A financial institution, scheduled commercial bank, foreign institutional investor, mutual fund and a venture capital fund shall not be deemed to be a promoter merely by virtue of its shareholding. Explanation II. A financial institution, scheduled commercial bank, foreign institutional investor or a venture capital fund shall be deemed to be a promoter of its subsidiary and of the mutual fund sponsored by it, as applicable. 6. Inserted by the SEBI (Substantial Acquisition of Share .....

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