Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2006.

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....a (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2006. 2. They shall come into force on the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 - (i) in regulation 2, in sub-regulation (1), clause (h) shall be substituted with the following, namely - "(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 belon....

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....eduled Banks, Foreign Institutional Investors (Flls) and Mutual Funds shall not be deemed to be a promoter or promoter group merely by virtue of their shareholding. Provided that the Financial Institutions, Scheduled Banks and Foreign Institutional Investors (Flls) shall be treated as promoters or promoter group for the subsidiaries or companies promoted by them or mutual funds sponsored by them." (ii) in regulation 3 - (A) in sub-regulation (1), in clause (e), in sub-clause (iii) - (I) in item (a), for the words "Indian promoters" occurring at the beginning, the words "Qualifying Indian promoters" shall be substituted; (II) item (b) shall be substituted with the following, namely: "(b) qualifying promoters." ....

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.... rule, this sub-regulation shall apply as if for the words and figures 'seventy five per cent. (75%), the words and figures 'ninety per cent. (90%)' were substituted." (B) the existing provisos and the Explanation occurring after sub-regulation (2) shall be omitted; (C) sub-regulation (2A) shall be substituted with the following, namely: "(2A) Where an acquirer who (together with persons acting in concert with him) holds fifty five per cent. (55%) or more but less than seventy five per cent. (75%) of the shares or voting rights in a target company, is desirous of consolidating his holding while ensuring that the public shareholding in the target company does not fall below the minimum level permitted by the Listing Agreement,....

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....compliance of the target company with the relevant provisions thereof, within the time period mentioned therein." (C) sub-regulation (3) shall be substituted with the following, namely - "(3) Where the public offer is made under sub-regulation (2A) of regulation 11 the minimum size of the public offer shall be the lesser of the following - (a) twenty per cent of the voting capital of the company; or (b) such other lesser percentage of the voting capital of the company as would, assuming full subscription to the offer, enable the acquirer, together with the persons acting in concert with him, to increase his holding to the maximum level possible, which is consistent with the target company meeting the requiremen....