Regulation 2 - Definitions - Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

Definitions 2. (1) In these regulations, unless the context otherwise requires, the terms used in these regulations shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly,- (a) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992) ; (b) Applicant means any person or persons who, acting alone or in combination with another person proposes to establish a depository under these regulations and holds fifteen percent shareholding of the depository; (c) Associate shall have the same meaning as assigned to it under clause (b) of sub-regulation (1) of regulation 2 of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 or any amendments thereof; (d) Board means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) ; 1 [ (e) Change in control (i) in case of a body corporate (A) if its shares are listed on any recognised stock exchange, shall be construed with reference to the definition of control in terms of regulations framed under clause (h) of sub-section (2) of section 11 of the Act; (B) if its shares are not listed on any recognised stock exchange, shall be construed with reference to the definition of control as provided in sub-section (27) of Section 2 of the Companies Act, 2013 (18 of 2013) ; (ii) in a case other than that of a body corporate, shall be construed as any change in its legal formation or ownership or change in controlling interest. Explanation For the purpose of sub-clause (ii), the expression controlling interest means an interest, direct or indirect, to the extent of not less than fifty percent of voting rights or interest; ] 2 [ **** ] (g) Depositories Act means the Depositories Act, 1996 (22 of 1996) ; (h) form means any of the forms specified in the First Schedule ; (i) governing board means the board of directors of a depository; (j) inspecting officer means any person authorised by the Board under regulation 84 ; 3 [ (k) key management personnel shall include: i. any person appointed as the managing director or executive director; or ii. a person serving as head of any department or vertical and directly reports to the managing director or to the directors on the governing board of the depository; or iii. a person serving as head of a core function as specified under Fourth Schedule of these regulations; or iv. a person who stands higher in hierarchy to the head of any department(s) handling core function(s) in the depository; or v. reporting officials of key management personnel; or vi. any person defined as a key managerial personnel under the Companies Act, 2013 ; or vii. any other person who is key decision making authority at the level of the depository or its direct or indirect material subsidiaries, as identified by the managing director or its Nomination and Remuneration Committee: Provided that in the case of a subsidiary of a depository that is regulated by a financial sector regulator; the norms specified by such a regulator may be considered for determining as to whether the person at the subsidiary is designated as a key management personnel. ] 4 [ (ka) non-independent director means a director elected or nominated by the shareholders who are neither depository participants nor their associates and agents; ] (l) persons acting in concert in the context of acquisition or holding of shares or voting rights or control shall mutatis mutandis have the same meaning as assigned to it in clause (q) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 or any amendments thereof; (m) public interest director means an independent director representing the interests of investors in securities market and who is not having any association, directly or indirectly, which in the opinion of the Board, is in conflict with his role; (n) regulatory department means a department of a depository which is entrusted with regulatory powers and duties and includes such department as may be specified by the Board; (o) Schedule means any of the Schedules annexed to these regulations; 5 [ **** ] (2) Words and expressions used and not defined in these regulations but defined in the Act, the Securities Contracts (Regulation) Act, 1956 , the Depositories Act, 1996 , the Companies Act, 2013 or any rules or regulations made thereunder shall have the same meanings respectively assigned to them in those Acts, rules or regulations made thereunder or any statutory modification or re-enactment thereto, as the case may be. ************** NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/115 dated 17-01-2023 before it was read as, (e) change in control (i) in case of a body corporate (A) if its shares are listed on any recognised stock exchange, shall be construed with reference to the definition of control in terms of regulations framed under clause (h) of sub-section (2) of section 11 of the Act; (B) in any other case, shall be construed as change in the controlling interest in the body corporate; Explanation: For the purpose of para (B) of this sub-clause, the expression controlling interest means an interest, whether direct or indirect, to the extent of at least fifty-one percent of voting rights in the body corporate; (ii) in a case other than that of a body corporate, shall be construed as any change in its legal formation or ownership. 2. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/115 dated 17-01-2023 before it was read as, (f) control shall have the same meaning as assigned to it under clause (e) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 or any amendments thereof; 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, (k) key management personnel would include a person serving as head of any department, or in such senior executive position that stands higher in hierarchy to the head(s) of the department(s) in the depository, or any person who directly reports to chief executive officer or to the director of the governing board of the depository, or any person upto two levels below the chief executive officer or managing director, or any other person as may be identified by its Nomination and Remuneration Committee 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) 5. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, (p) shareholder director means a director who represents the interest of shareholders, and elected or nominated by such shareholders who are not depository participants, or their associates and agents;