Definitions

Section 1. Short title, commencement and applicability.

1(1).

  • These are regulations issued by the Securities and Exchange Board of India (SEBI).

  • The official name of the regulations is: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

  • The regulations deal with:

    1. Substantial acquisition of shares.

    2. Takeover of companies.

  • The regulations came into force in the year 2011.

  • They are commonly referred to as the SEBI Takeover Regulations, 2011.

1(2).

  • The regulations do not apply immediately on publication in the Official Gazette.

  • They come into force 30 days after their publication.

1(3).

  • These regulations apply to acquisitions of a target company.

  • The acquisition may be direct or indirect.

  • They cover acquisition of:

    1. Shares.

    2. Voting rights.

    3. Control over the company.

  • The company involved is the target company.

  • If any of the above is acquired, then the following regulations become applicable.

  • These regulations shall NOT apply in certain cases.

The Exemption for the Companies Listed on the Innovators Growth Platforms

  • Normally, acquiring shares, voting rights, or control in a listed company would trigger takeover rules.

  • However, SEBI has carved out a relaxation for companies that are listed on a special platform.

  • This special platform is meant for start-ups and innovative businesses.

  • If a company is listed on the Innovators Growth Platform (IGP) of a recognised stock exchange without issuing shares to the public (no IPO/public issue) then:

  • The acquisitions in such a company are not governed by the takeover regulations.

Understanding the Innovator Growth Platform

  • It is a special stock market platform in India created to:

    1. Help startups and innovation-driven companies raise capital.

    2. Help them to get listed with lighter regulatory requirements.

Section 2. Definitions.

2(1).

  • Certain words and phrases are specially defined in these regulations.

  • Whenever those words are used anywhere in the regulations, they should be understood in the same defined sense.

  • However, if the surrounding text clearly shows that a different meaning is intended, then the defined meaning need not be applied.

  • The above rules applies to:

    1. Cognate expressions (Words related to the defined term).

    2. Variations of the term (Singular, plural, tense).

  • So, all such terms are construed consistently with the definitions.

(a). Acquirer

  • Acquirer means any person who may acquire directly or indirectly.

  • The acquisition may be shares, or of voting rights, or of control.

  • The acquisition can be:

    1. Done by the person himself.

    2. Done through another person.

    3. Done together with persons acting in concert with him.

  • It also includes a person who has already acquired, or has agreed to acquire any of the above.

  • The acquisition must relate to a target company.

(b). Acquisition

  • Acquisition means an act of obtaining something.

  • The acquisition may be direct or indirect.

  • It includes a person who acquires, or agrees to acquire.

  • The acquisition may be of shares, or voting rights, or control.

  • The acquisition must relate to a target company.

(c). Act

  • Act means the Securities and Exchange Board of India Act, 1992

(d). Board

  • Board means the Securities and Exchange Board of India.

  • It is established under section 3 of the SEBI Act , 1992.

(e). Control

  • Control includes:

    1. The right to appoint a majority of the directors.

    2. The power to control management decisions.

    3. The power to influence or determine policy decisions.

  • Such control may be exercised by a single person, or multiple persons acting individually or in concert.

  • Control may be exercised directly, or indirectly..

  • Control can arise through:

    1. Shareholding.

    2. Management rights.

    3. Shareholders’ agreements.

    4. Voting agreements.

    5. Any other manner.

  • It is provided that:

    1. A director of the target company is not automatically in control.

    2. An officer of the target company is also not automatically in control.

    3. So, merely holding the position of director or officer is not sufficient.

    4. There must be additional rights or powers (such as special voting rights, agreements, or majority board control) to establish control.

(f). Convertible Security

  • Convertible security means a type of security.

  • It is a security that can be: converted into, or exchanged for equity shares of the issuer.

  • The conversion or exchange happens at a later date.

  • The conversion may be:

    1. With the option of the holder.

    2. Without the option of the holder.

  • It includes convertible debt instruments.

  • It also includes convertible preference shares.

Meaning of With and Without the Option of the Holder

  • Conversion into equity shares does not always depend on the investor’s choice.

  • With the option of the holder means:

    1. The investor has the right to decide whether to convert the security into equity shares.

    2. Conversion happens only if the holder chooses to exercise the option.

  • Without the option of the holder means:

    1. The investor does not have a choice.

    2. Conversion occurs automatically or compulsorily based on time, or occurrence of a specified event, or terms fixed in the instrument.

(fa). Delisting Regulations

  • Delisting Regulations means the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.

(g). Disinvestment

  • Disinvestment means a sale.

  • The sale may be direct or indirect.

  • The seller may be:

    1. The Central Government.

    2. A State Government.

    3. A government company (as applicable).

  • The sale may relate to shares, or voting rights, or control.

  • The sale must be in respect of a target company and the target company must be a public sector undertaking (PSU).

  • So , Disinvestment is the sale by the Government or a government company of shares, voting rights, or control in a PSU.

(h). Enterprise value

  • Enterprise value (EV) means the total value of a company.

  • It is calculated by starting with the market capitalization of the company.

  • In order to calculate the market capitalization, add the following three components:

    1. The company’s debt.

    2. Minority interest.

    3. Preferred shares.

  • From this total of the above subtract total cash, and cash equivalents.

  • So EV = (Debt + Minority Interest + Preferred Shares) - (Total Cash + Cash Equivalents)

(i). Financial year

  • Financial year means a period of twelve months.

  • The period commences on the first day of April.

  • Each financial year runs from 1 April to 31 March of the following year.

(j). Frequently traded shares

  • Frequently traded shares are shares that are actively bought and sold in the market.

  • These shares are not rarely or occasionally traded.

  • SEBI uses the concept of frequently traded shares to check how liquid a company’s shares are.

  • If a company’s shares are traded often then their market price is considered reliable.

  • SEBI may use such market prices for calculations.

  • If shares are not frequently traded, SEBI applies different valuation methods.

How SEBI checks this

  • SEBI look at the 12 calendar months before the month in which a public announcement is required.

  • It then checks the total trading volume (turnover) of those shares on any stock exchange.

  • Thereafter , it compares this trading volume with the total number of shares of that class.

  • If at least 10% of the total shares were traded during that period, then the shares are considered frequently traded.

Example:

  • Step 1: Identify the relevant period

    1. Suppose a public announcement is required in August 2025.

    2. SEBI will look at the 12 calendar months before August 2025 , from August 2024 to July 2025.

  • Step 2: Find total number of shares

  • Target company has 50,00,000 equity shares (same class).

  • Step 3: Find traded turnover during the 12 months

  • Total shares traded on stock exchanges during this period = 6,00,000 shares.

  • Step 4: Calculate trading percentage

    1. 6 lakh shares divided by 50 lakhs.

    2. Multiply it by 100 and you will get a percentage of 12%.

  • Step 5: Apply the SEBI test

    1. The required minimum percentage for the shares to be frequently traded shares is 10%

    2. In accordance to the test the actual trading percentage is 12%

    3. Therefore , shares are “frequently traded shares” under SEBI Takeover Regulations.

Use of Weighted Average When Share Capital Changes During the Relevant Period

  • Sometimes, during the 12-month period used to check whether shares are frequently traded, the number of shares of a particular class keeps changing.

  • This change could be due to fresh issue , conversion , bonus etc.

  • In such cases, SEBI states that you cannot take one fixed number of shares for the entire period.

  • Instead, you must calculate a weighted average of the total shares outstanding during that period

  • That weighted average number will be treated as the total number of shares for the 10% trading test.

  • Weighted Average of Shares is defined in Section 2(zd).

(ja). Fugitive economic offender

  • Fugitive economic offender means an individual who is formally declared as a fugitive economic offender.

  • The declaration must be made under Section 12 of the Fugitive Economic Offenders Act, 2018.

(k). Identified date

  • The identified date is a reference cut-off date.

  • It is usually used in a takeover/open offer process.

  • SEBI uses this date to decide which shareholders are eligible to receive the letter of offer.

  • It is fixed 10 working days before the tendering period starts, so the company knows who the shareholders are at that point in time

  • Tendering Period is defined in Section 2 (za).

Letter of Offer

  • A Letter of Offer is a formal document issued by a company to its shareholders or potential investors.

  • It explains the terms and conditions of a proposed corporate action and invites them to participate.

Some cases where an Offer Letter is Issued:

Buy-Back

  • In the case of a buy-back of shares: The company offers to repurchase its own shares from existing shareholders.

  • The Letter of Offer specifies the:

    1. Buy-back price.

    2. The number of shares to be bought back.

    3. The entitlement or ratio.

    4. The timeline.

    5. The impact on the shareholding pattern.

Rights-Issue

  • In a rights issue, the company offers new shares to its existing shareholders.

  • These shares are offered in proportion to their current holdings.

  • The Letter of Offer explains:

    1. The issue price.

    2. The rights ratio.

    3. The procedure for applying for or renouncing the rights.

Takeover / Open Offer

  • In an open offer or takeover, an acquirer offers to purchase shares from the public shareholders of a target company.

  • The Letter of Offer sets out the:

    1. Offer price.

    2. The minimum acceptance conditions.

    3. The acquirer’s intent regarding control, management, and future plans of the company.

(l). Immediate relative

  • Immediate relative means persons closely related to an individual.

  • It always includes the spouse of the person.

  • It also includes the following relatives of the person: Parent, Brother, Sister, Child.

  • It further includes the same relatives of the spouse, namely:

    1. Parent of the spouse.

    2. Brother of the spouse.

    3. Sister of the spouse.

    4. Child of the spouse.

(m). Listing agreement

  • Listing agreement means an agreement that is entered into with a stock exchange.

  • It governs the conditions of listing.

  • The conditions relate to the shares of the target company.

Listing

  • Listing means admitting a company’s shares to be traded on a recognised stock exchange.

  • Listing is the formal approval given by a stock exchange.

  • It allows a company’s shares to be traded publicly.

  • When a company’s shares are listed, they are:

    1. Officially accepted by a stock exchange.

    2. Allowed to be bought and sold by investors on that exchange.

    Before listing, shares cannot be freely traded on the stock exchange.

(ma). Listing regulations

  • Listing regulations means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(n). Manager to the open offer

  • Manager to the open offer means a merchant banker.

  • This Merchant Banker is referredw to in regulation 12

(o). Maximum permissible non-public shareholding

  • Every listed company must maintain a minimum level of public shareholding as required by law.

  • Anything above that minimum public shareholding can be held by non-public shareholders.

  • These non-public shareholders include promoters, promoter group, or strategic investors.

  • The maximum permissible non-public shareholding is the highest percentage of shares that non-public shareholders are allowed to hold, after excluding the minimum public shareholding that must remain with the public.

(p). Offer period

  • The offer period is a defined time window in a takeover/open offer process.

  • It starts from one of the following dates (whichever is applicable):

    1. The date of entering into an agreement to acquire Shares, or voting rights, or control of a target company that requires a public announcement.

    2. The date of the public announcement itself.

  • The offer period continues during the entire open offer process.

  • The offer period ends on one of the following dates (whichever occurs first):

    1. The date on which payment of consideration is made to shareholders who have accepted the open offer.

    2. The date on which the open offer is withdrawn.

(q). Persons acting in concert

  • Persons acting in concert means:

  • (1).

  • The provision refers to persons acting together for a specific objective.

  • The common objective or purpose is:

    • acquisition of shares in a target company, or

    • acquisition of voting rights in a target company, or

    • exercising control over a target company.

  • The cooperation must be pursuant to an agreement or understanding.

  • Such agreement or understanding may be:

    • formal (written or legally documented), or

    • informal (oral or implied from conduct).

  • The cooperation may be direct or indirect.

  • These persons work together or coordinate to:

    • acquire shares, or

    • acquire voting rights, or

    • exercise control over the target company.

  • The focus is on concerted action, not on isolated or independent transactions.

  • Even if the persons act through intermediaries or layered structures, they are covered.

  • In essence, it captures all persons who collaborate with a shared intent to acquire ownership, influence, or control over a target company, regardless of the form of their arrangement.

  • (2).

  • Everything stated earlier continues to apply fully and is not being limited in any way.

  • In addition to that, the law automatically assumes that persons who fall within certain specified categories are acting together with other persons in the same category. This assumption applies by default and does not require separate proof of coordination or agreement. However, this is not an absolute rule. If evidence is produced to show that such persons were acting independently and not in coordination with each other, the assumption can be rebutted and will not apply.

  • (i).

  • (i) A company is treated as acting together with its holding company, its subsidiary, and any other company that is under the same management or control, because these entities are connected through ownership or decision-making power and can influence each other’s actions.

    (ii) A company is deemed to be acting in concert with its directors and with any person who has been entrusted with managing the company, as these individuals are directly involved in the company’s affairs and decision-making.

    (iii) The directors of the companies mentioned in items (i) and (ii), along with their associates, are presumed to be acting together, since their positions and relationships enable coordinated influence or access to information.

    (iv) Promoters and members of the promoter group are considered to be acting in concert because they collectively control, guide, or significantly influence the company.

    (v) Immediate relatives are treated as acting in concert, on the assumption that close family relationships can result in shared interests or coordinated actions.

    (vi) A mutual fund is deemed to be acting in concert with its sponsor, trustees, trustee company, and asset management company, as these entities collectively establish, manage, and control the mutual fund.

    (vii) A collective investment scheme is treated as acting in concert with its collective investment management company, trustees, and trustee company, since these entities jointly operate and oversee the scheme.

    (viii) A venture capital fund is presumed to be acting in concert with its sponsor, trustees, trustee company, and asset management company, because these persons and entities are responsible for the fund’s structure, management, and investments.

    (viiia) An alternative investment fund is deemed to be acting in concert with its sponsor, trustees, trustee company, and manager, as all of them are involved in the control, management, and operation of the fund and its investment decisions.

  • (ix). Omitted.

  • (x). A merchant banker and its client, where the client is an acquirer, are presumed to be acting in concert because the merchant banker advises, structures, and assists the acquirer in transactions that can influence control or shareholding.

    (xi) A portfolio manager and its client, where the client is an acquirer, are treated as acting in concert since the portfolio manager may execute investment decisions or trades on behalf of the acquirer.

    (xii) Banks, financial advisors, and stock brokers of the acquirer, or of any company that is a holding company or a subsidiary of the acquirer, and in cases where the acquirer is an individual, the banks, financial advisors, and stock brokers of the immediate relative of such individual, are deemed to be acting in concert because they facilitate, advise on, or execute transactions connected with the acquisition.

    Provided that this presumption does not apply to a bank if its only involvement is limited to providing normal commercial banking services in relation to an open offer under these regulations, without participating in or influencing the acquisition or control of shares.

  • (xiii) An investment company or fund is deemed to be acting in concert with any person who holds a significant ownership interest in it, meaning a shareholder or unitholder holding not less than ten per cent of its paid-up share capital or unit capital. Such a person is also presumed to be acting in concert with any other investment company or fund in which that person or his associate holds not less than ten per cent of the paid-up capital or unit capital, since this level of ownership can enable influence or coordinated decision-making across investments.

    Provided that this presumption does not apply to holdings of units in mutual funds that are registered with the Board, as such unit holdings are treated as passive investments without control or coordinated influence.

Explanation:

  • For the purposes of this clause “associate” of a person means,—

    (a) any immediate relative of such person;

    (b) trusts of which such person or his immediate relative is

    a trustee;

    (c) partnership firm in which such person or his immediate

    relative is a partner; and

    (d) members of Hindu undivided families of which such

    person is a coparcener;

(r). Postal Ballot

  • A postal ballot is a method by which a company seeks the approval of its shareholders without holding a physical meeting.

  • Instead, shareholders give their consent or dissent by voting remotely, in the manner prescribed under company law.

  • The procedure must be as provided and in accordance with Rule 22 of the Companies (Management and Administration) Rules, 2014.

(s). Promoter

  • Promoter has the same meaning as defined under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

  • No separate or different definition is created under these regulations.

  • The term also includes members of the promoter group.

  • Therefore, both the promoter, and the promoter group members are treated as promoters for the purposes of these regulations.

(t). Promoter Group

  • Promoter group has the same meaning as given under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

  • No new or independent definition is provided in these regulations.

  • The definition used must be identical to the one under the ICDR Regulations.

  • The term must be interpreted in the same manner for takeover purposes as well.

(u). Public Sector Undertaking

  • A public sector undertaking (PSU) is a company where the Government has majority ownership or control.

  • Public sector undertaking also means a target company.

  • In such a company, the majority of the shares , voting rights and control is held by the Government.

  • The Government holding may be direct, or indirect.

  • The Government holding may be by any of the following:

    1. The Central Government.

    2. Any State Government.

    3. Multiple State Governments.

    4. Partly by the Central Government and partly by one or more State Governments.

(v). Shares

  • In these regulations, shares does not mean just ordinary equity shares of a target company.

  • These shares carry voting rights.

  • It also covers any instrument that gives voting power in a target company.

  • Such shares/instrument must entitle the holder to exercise voting rights.

Explanation:

  • Shares will include depository receipts.

  • The inclusion applies only if the depository receipts carry an entitlement to exercise voting rights.

  • Such voting rights must relate to the target company.

(w). Specified

  • Specified means as specified by the Board

(x). State-level Financial Institutions

  • A state-level financial institution is a financial body.

  • It is created or recognised by a State Government under a specific law.

  • These institutions are mainly set up to promote industrial or agricultural development within a State.

  • It includes a Financial Corporation:

    1. Established under Section 3 or Section 3A of the State Financial Corporations Act, 1951.

    2. Institutions notified under Section 46 of the State Financial Corporations Act, 1951.

  • It also includes a development corporation.

  • Such development corporation must be established as a company, by a State Government.

  • The object of such corporation must be:

    1. Development of industries within the State.

    2. Development of agricultural activities within the State.

(y). Stock exchange

  • A stock exchange is a formally established marketplace where securities such as shares, bonds, and other financial instruments are traded.

  • It must be an exchange that has received official recognition from the Government of India.

  • This recognition is granted under Section 4 of the Securities Contracts (Regulation) Act, 1956.

  • Section 4 of the SCRA , 1956 deals with Grant of Recognition to Stock Exchanges.

  • Only exchanges recognized under this law are legally allowed to function as stock exchanges in India.

  • Any other trading platform or market not recognized under this Act does not qualify as a stock exchange for legal and regulatory purposes.

(z). Target company

  • A target company refers to the company whose shares are involved in a transaction

  • This transaction can relate to an acquisition, takeover, or offer.

  • The term “company” is used in a broad sense and is not limited only to companies incorporated under the Companies Act.

  • It also includes a body corporate or corporation.

  • So , any legal entity that has a separate legal personality can be a Target Company.

  • Such a body corporate or corporation may be established under:

    • a Central legislation (law made by Parliament), or

    • a State legislation (law made by a State Legislature), or

    • a Provincial legislation that is currently in force.

  • A mandatory condition is that the shares of such company or body corporate must be listed on a stock exchange.

  • If the shares are not listed, the entity cannot be treated as a target company under this definition.

  • In essence, a target company is any listed entity, regardless of whether it is a traditional company or a statutory corporation, so long as its shares are traded on a recognized stock exchange.

(za). Tendering Period

  • The tendering period is a specific time window fixed under the regulations.

  • During this period, shareholders are given an opportunity to participate in an open offer.

  • Shareholders may offer (tender) their shares to the acquirer.

  • The tendering of shares signifies the shareholder’s acceptance of the open offer.

  • The open offer is made to acquire shares of the target company.

  • Only shares tendered within this prescribed period are considered valid.

  • Once the tendering period ends, shareholders cannot tender shares under that open offer.

Illustration:

  • ABC Ltd is a listed company.

  • XYZ Pvt Ltd makes an open offer to acquire 26% of the shares of ABC Ltd at ₹150 per share, as required under takeover regulations.

  • The offer document states that the tendering period will be open from 1 June to 15 June.

  • During 1 June to 15 June, shareholders of ABC Ltd may tender (offer) their shares through the stock exchange mechanism.

  • If a shareholder tenders 100 shares on 10 June, those shares are validly tendered because they are within the tendering period.

  • If a shareholder tries to tender shares on 16 June, the tender is not accepted, because the tendering period has already closed.

  • Therefore, the tendering period is the defined time during which shareholders can accept the open offer by tendering their shares.

(zaa). Valuer

  • A valuer is a person who carries out valuation of assets, liabilities, or securities.

  • The term “valuer” is not defined independently here.

  • Instead, it adopts the meaning given under Section 247 of the Companies Act, 2013.

  • Section 247 lays down who can act as a valuer and how valuation must be conducted.

  • Only a person who is qualified, registered, and recognized under the Companies Act, 2013 can act as a valuer.

  • The valuer must follow prescribed rules, standards, and ethical requirements.

  • The phrase “as amended from time to time” means that:

    • Any future changes or amendments to Section 247

    • Will automatically apply to the meaning of “valuer” here as well.

(zb). Volume weighted average market price

  • The volume weighted average market price (VWAMP) is a method to find the average trading price of a share, giving more importance to trades with higher volume.

  • It is calculated by multiplying:

    • the number of equity shares traded, and

    • the price at which each of those shares is traded.

  • This calculation is done for all trades on the stock exchange during a particular period.

  • All these values are added together to get the total traded value.

  • The total traded value is then divided by the total number of equity shares traded on the stock exchange.

  • As a result, trades involving larger quantities of shares influence the average price more than trades involving fewer shares.

Example:

  • Assume the shares of XYZ Ltd are traded on a stock exchange on a particular day.

  • Trade 1:

    • 100 shares traded at ₹10 per share

  • Trade 2:

    • 300 shares traded at ₹12 per share

  • Trade 3:

    • 600 shares traded at ₹11 per share

  • Step 1: Calculate the traded value for each trade

    • 100 × 10 = ₹1,000

    • 300 × 12 = ₹3,600

    • 600 × 11 = ₹6,600

  • Step 2: Add the total traded value

    • ₹1,000 + ₹3,600 + ₹6,600 = ₹11,200

  • Step 3: Add the total number of shares traded

    • 100 + 300 + 600 = 1,000 shares

  • Step 4: Divide total traded value by total shares traded

    • ₹11,200 ÷ 1,000 = ₹11.20

  • Therefore, the volume weighted average market price of XYZ Ltd’s shares for that period is ₹11.20 per share.

(zc). Volume weighted average price

  • The volume weighted average price (VWAP) is a method to calculate the average price at which equity shares are bought.

  • It takes into account both the price and the quantity (volume) of shares bought.

  • First, the number of equity shares bought is multiplied by the price paid for each such share.

  • This multiplication is done for every purchase transaction.

  • The values of all such transactions are added together to arrive at the total purchase value.

  • The total purchase value is then divided by the total number of equity shares bought.

  • As a result, purchases involving larger quantities of shares have a greater impact on the average price.

Example:

Suppose an investor buys shares of ABC Ltd on the stock exchange.

  1. Purchase 1:

    • 100 shares bought at ₹20 per share

  2. Purchase 2:

    • 400 shares bought at ₹22 per share

  3. Purchase 3:

    • 500 shares bought at ₹21 per share

  4. Step 1: Calculate the purchase value for each transaction

    • 100 × 20 = ₹2,000

    • 400 × 22 = ₹8,800

    • 500 × 21 = ₹10,500

  5. Step 2: Add the total purchase value

    • ₹2,000 + ₹8,800 + ₹10,500 = ₹21,300

  6. Step 3: Add the total number of shares bought

    • 100 + 400 + 500 = 1,000 shares

  7. Step 4: Divide total purchase value by total shares bought

    • ₹21,300 ÷ 1,000 = ₹21.

Difference between VWAMP and VAP

  • It is based on all trades that occur in the market on a stock exchange.

  • It considers both buy and sell transactions executed by all market participants.

  • The data is taken from the overall trading activity of the stock exchange.

  • It reflects the general market price of a share during a specified period.

  • It is commonly used in regulatory calculations, such as determining offer prices under takeover regulations.

  • The calculation uses:

    • total value of all shares traded in the market ÷ total number of shares traded.

  1. Volume Weighted Average Price (VWAP)

    • It is based only on shares actually bought (or sold) by a specific person or entity.

    • It considers only the transactions of that particular acquirer or investor.

    • The data comes from the actual purchase transactions of that person.

    • It reflects the average price paid by that buyer, not the market as a whole.

    • It is used to assess acquisition cost or compliance with pricing norms.

    • The calculation uses:

      • total value of shares bought by the person ÷ total number of shares bought.

(zd). Weighted average number of total shares

  • The weighted average number of total shares represents the average number of shares outstanding during a specific period.

  • It starts with the number of shares at the beginning of the period.

  • This number is then adjusted for any changes in share capital during the period, such as:

    • shares cancelled,

    • shares bought back, or

    • shares issued.

  • These changes are not treated as if they existed for the entire period.

  • Instead, each change is considered only for the portion of the period during which the shares were actually outstanding.

  • A time-weighing factor is applied to reflect how long the shares remained in existence during the period.

  • Shares outstanding for the full period get full weight, while shares existing for part of the period get proportionately less weight.

  • The final figure gives a fair average share count, rather than a simple opening or closing number.

Example:

  • Assume a company has 1,00,000 shares outstanding on 1 April (beginning of the year).

  • The financial year is 1 April to 31 March (12 months).

  • On 1 July, the company issues 20,000 new shares.

  • On 1 January, the company buys back and cancels 10,000 shares.

  1. Step-by-step calculation:

    • From 1 April to 30 June (3 months):

      • Shares outstanding: 1,00,000

      • Time-weighing factor: 3/12

      • Weighted shares: 1,00,000 × 3/12 = 25,000

    • From 1 July to 31 December (6 months):

      • Shares outstanding: 1,20,000

      • Time-weighing factor: 6/12

      • Weighted shares: 1,20,000 × 6/12 = 60,000

    • From 1 January to 31 March (3 months):

      • Shares outstanding: 1,10,000

      • Time-weighing factor: 3/12

      • Weighted shares: 1,10,000 × 3/12 = 27,500

  2. Final step:

    • Add all weighted shares:

      • 25,000 + 60,000 + 27,500 = 1,12,500

  3. Result:

    • The weighted average number of total shares for the year is 1,12,500,
      even though the opening shares were 1,00,000 and closing shares were 1,10,000.

(ze). Willful Defaulter

  • A wilful defaulter is any person who has been officially classified as such.

  • The classification must be made by:

    • a bank, or

    • a financial institution, or

    • a consortium of banks or financial institutions.

  • This classification must be done in accordance with the guidelines on wilful defaulters.

  • These guidelines are issued by the Reserve Bank of India.

  • A person is treated as a wilful defaulter only when the RBI-prescribed procedure and criteria are followed.

  • The definition is extended beyond the individual entity itself.

  • It also includes any person whose:

    • director, or

    • promoter, or

    • partner
      has been categorized as a wilful defaulter.

  • This means that even if a person is not directly declared a wilful defaulter,
    they can still fall within this definition due to their association with someone who has been so classified.

(zf). Working Day

  • A working day refers to a day on which official work is carried out.

  • The day must be a working day of the Board.

  • This means the Board is open and functioning on that day.

  • Days when the Board is closed, such as:

    • weekends, or

    • public holidays, or

    • days declared as non-working days by the Board,
      are not considered working days.

  • In short, a working day is any day when the Board is officially operational and conducting its business.