1. Short title, commencement, etc.

(a) These Guidelines have been issued by the Securities and Exchange Board of India under section 11 of the Securities and Exchange Board of India Act, 1992.

(b) These Guidelines may be called the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000.

(c) These Guidelines shall come into force from the date specified by the Board.

1.2 Definitions

1.2.1 In these Guidelines, unless the context otherwise requires;-

i) "Abridged Prospectus" means the memorandum as prescribed in Form 2A under sub-section (3) of section 56 of the Companies Act, 1956.

ii) "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992).

iii) "Advertisement" includes notices, brochures, pamphlets circulars, showcards, 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.

iv) "Board" means the Securities and Exchange Board of India established under provisions of Section 3 of the Act.

v) "Book Building" means a process undertaken by which a demand for the securities proposed to be issued by a body corporate is elicited and built up and the price for such securities is assessed for the determination of the quantum of such securities to be issued by means of a notice, circular, advertisement, document or information memoranda or offer document.

vi) "Collection Centre" means a place where the application for subscribing to the public or rights issue is collected by the Banker to an Issue on behalf of the issuer company.

vii) "Company" means the Company defined in Section 3 of the Companies Act, 1956.
 
 
 
 

viii) "Composite Issues" means an issue of securities by a listed company on a public cum rights basis offered through a single offer document wherein the allotment for both public and rights components of the issue is proposed to be made simultaneously.

ix) "Credit Rating Agency" means a body corporate registered under Securities and Exchange Board of India (Credit Rating Agencies) Regulations,1999;

x) "Designated Financial Institution" means the public financial institution included in or notified under section 4A of the Companies Act, Industrial Development Corporation established by State Governments and financial institutions approved under section 36(1)(viii) of Income Tax Act, 1961;

xi) "Debt-Instrument" means an instrument which creates or acknowledges indebtedness, and includes debenture, stock, bonds and such other securities of a body corporate, whether constituting a charge on the assets of the body corporate or not;

xii) "Depository" means a body corporate registered under Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996;

xiii) "Firm Allotment" means allotment on a firm basis in public issues by an issuing company made to Indian and Multilateral Development Financial Institutions, Indian Mutual Funds, Foreign Institutional Investors including non-resident Indians and overseas corporate bodies and permanent/regular employees of the issuer company.

xiv) "Guidelines" means Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 1999 and includes instructions issued by the Board.

xv) "Infrastructure Company" means, a company wholly engaged in the business of developing, maintaining and operating infrastructure facility.

xvi) "Infrastructure facility" means the "infrastructure facility" within the meaning of section 10(23G)© of Income Tax Act, 1961.

xvii) "Issuer Company" means a company which has filed offer documents with the Board for making issue of securities in terms of these guidelines.

xviii) "Listed Company" means a company which has any of its securities offered through an offer document listed on a recognised stock exchange and also includes Public Sector Undertakings whose securities are listed on a recognised stock exchange.

xix) "Merchant Banker" means an entity registered under Securities and Exchange Board of India (Merchant Bankers) Regulations, 1999;

xx) "Offer document" means Prospectus in case of a public issue or offer for sale and Letter of Offer in case of a rights issue.

xxi) "Offer for sale" means offer of securities by existing shareholder(s) of a company to the public for subscription, through an offer document.

xxii) "Preferential Allotment" means an issue of capital made by a body corporate in pursuance of a resolution passed under sub-section (1A) of section 81 of the Companies Act,1956.

xxiii) "Public issue" means an invitation by a company to public to subscribe to the securities offered through a prospectus;

xxiv) "Public Financial Institutions" means institutions included in or notified for the purposes of Section 4A of the Companies Act, 1956.

xxv) "Rights issue" means an issue of capital under sub-section (1) of Section 81 of the Companies Act, 1956, to be offered to the existing shareholders of the company through a Letter of Offer.

xxvi) "Schedule" means schedule annexed to these Guidelines.

xxvii) "Stock Exchange" means a stock exchange which is for the time being recognised under section 4 of the Securities Contracts ( Regulation ) Act,1956.

xxviii) "Underwriting" means an agreement with or without conditions to subscribe to the securities of a body corporate when the existing shareholders of such body corporate or the public do not subscribe to the securities offered to them.

xxix) "Unlisted Company" means a company which is not a Listed company.

1.3. All other words and expressions used but not defined in these Guidelines, but defined in the Act or in the Companies Act or in Securities Contracts (Regulation) Act and or the Rules and the Regulations made thereunder shall have the meanings respectively assigned to them in such Acts or the Rules or the Regulations made thereunder or any statutory modification or re-enactment thereto, as the case may be.

1.4 Applicability of the Guidelines

i) These Guidelines shall be applicable to all public issues by listed and unlisted companies, all offers for sale and rights issues by listed companies whose equity share capital is listed, except in case of rights issues where the aggregate value of securities offered does not exceed Rs.50 lacs.

ii) Unless otherwise stated, all provisions in these guidelines applicable to public issues by unlisted companies shall also apply to offers for sale to the public by unlisted companies.