Definition of terms for rules 11 and 12

Definition of terms for rules 11 and 12.

10. For the purposes of rules 11 and 12, —

(a) "accountant" —

(i) means an accountant referred to in section 515(3)(b), who fulfils the following conditions: —

(A) if he is pursuing the profession of accountancy individually or is a valuer then —

(I) he has professional experience of not less than ten years; and

(II) his annual receipt in the year preceding the year in which valuation is undertaken, from the exercise of profession, exceeds fifty lakh rupees;

(B) if he is a member or partner in any entity engaged in rendering accountancy or valuation services then, the annual receipt of the entity in the year preceding the year in which valuation is undertaken exceeds three crore rupees;

(ii) includes any valuer recognised for undertaking similar valuation by the government of the country where the foreign company or the entity is registered or incorporated or any of its agencies, who fulfils the following conditions: —

(A) the condition referred to in items (A) and (B) of clause (a)(i);

(B) if he is a member or partner in any entity engaged in rendering accountancy or valuation services then, the entity or its affiliates have presence in more than two countries;

(b) "balance sheet", —

(i) (A) in relation to an Indian company, means the balance-sheet of such company (including the notes annexed thereto and forming part of the accounts) as drawn up on the specified date which has been audited under the laws relating to companies in force; and

(B) in any other case, it means the balance-sheet of the company or the entity (including the notes annexed thereto and forming part of the accounts) as drawn up on the specified date and submitted to the relevant authority outside India under the laws in force of the country in which the foreign company or the entity is registered or incorporated; and

(ii) where, —

(A) finalisation of accounts is pending as on specified date for the purposes of items (A) and (B) of sub-clause (i), it means an interim balance-sheet drawn up as on the specified date and approved by the board of directors of the company or an equivalent body in case of any other entity; and

(B) the specified date is the date referred to in section 9(10)(d)(ii), it means the balance sheet as drawn up on the specified date and certified by an accountant;

(c) "book value of the liabilities" means the value of liabilities as shown in the balance-sheet of the company or the entity, as the case may be, excluding the paid-up capital in respect of equity shares or members' interest and the general reserves and surplus and security premium related to the paid-up capital;

(d) "connected person" shall have the meaning assigned to it in section 184(5);

(e) "foreign company or entity" means a company or entity registered or incorporated outside India;

(f) "observable price" in respect of a share quoted on a stock exchange shall be the higher of the following: —

(i) the average of the weekly high and low of the closing prices of the shares quoted on the said stock exchange during the six months period preceding the specified date; or

(ii) the average of the weekly high and low of the closing price of the shares quoted on the said stock exchange during the two weeks preceding the specified date;

(g) "right of management or control" shall include the right to appoint majority of the directors or to control the management or policy decision exercisable by a person or persons acting individually or together, directly or indirectly, including by virtue of shareholding or management rights or shareholders agreements or voting agreements or in any other manner;

(h) "specified date" shall have the meaning assigned to it in section 9(10)(d);

(i) "telegraphic transfer buying rate" shall have the meaning assigned to it in rule 207; and

(j) the expressions "merchant banker" and "recognised stock exchange" shall have the meaning respectively assigned to them in rule 56.