Regulation 2 - Definitions. - Securities and Exchange Board of India (Issue and Listing of Securitized Debt Instruments and Security Receipts) Regulations, 2008

Definitions. 2. (1) In these Regulations, unless the context otherwise requires:- (a) Act means the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (b) asset pool , in relation to a scheme of a special purpose distinct entity, means the total debt or receivables, assigned to such entity and in which investors of such scheme have beneficial interest; 1 [(ba) asset reconstruction company shall have the meaning assigned to it under clause (ba) of sub-section (1) of section 2 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;] (c) Board means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act (15 of 1992); (d) certificate means a certificate of registration granted to a trustee under these regulations; (e) clean-up call option means an option retained and exercisable by the originator to purchase the debt or receivables assigned to a special purpose distinct entity, if the residual value of such debt or receivables falls below a specified percentage of the price at which it was assigned; (f) credit enhancement means any arrangement intended to decrease the likelihood of default on the securitised debt instruments, including subordination, insurance, letter of credit, over-collateralisation, undertakings and guarantees; (g) debt or receivables means any right that generates or results into a cash flow and includes- (i) mortgage debt ; (ii) such receivables arising out of securities as may be specified by the Board; (iii) any financial asset within the meaning of clause (l) of sub-section (1) of section 2 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (54 of 2002); (h) 2 [ investor (i) with respect to securities debt instrument means any person holding any securitised debt instrument which acknowledges the interest of such person in the debt or receivables assigned to the special purpose distinct entity; and (ii) with respect to security receipts means a qualified buyer holding security receipts which acknowledges the interest in the financial asset assigned to the issuer; ] (i) 3 [ issue means an (i) offer of securitised debt instruments by a special purpose distinct entity or under any scheme of such entity to the public or to any person(s), which is proposed to be listed on a recognised stock exchange; or (ii) offer of security receipts by a trust set up by an asset reconstruction company or under any scheme of such trust to the qualified buyers, which are proposed to be listed on a recognised stock exchange;] [(ia) issuer in context of security receipts, shall be a trust set up by the asset reconstruction company in terms of guidelines/regulations as provided by the Reserve Bank of India, and have issued or proposes to issue security receipts;] 4 (j) liquidity provider means a person who agrees to provide funds to the special purpose distinct entity for settlement of payments due to investors in accordance with the schedule of payments contained in the terms of issue of the securitised debt instruments issued to them, in the event of any short term cash flow shortfalls of the special purpose distinct entity; (k) obligor means a person who is liable, whether under a contract or otherwise, to pay a debt or receivables or to discharge any obligation in respect of a debt or receivables; (l) 5 [ offer document means any for the security receipts from the qualified buyers on private placement basis;] (i) document including an electronic document described or issued as an offer document or prospectus and includes any notice, circular, advertisement or other document inviting subscription from the public or purchase of any securitised debt instruments of a scheme formulated under these regulations; or (ii) a document including an electronic document, inviting subscription 6 [(la) offer for sale in context of security receipt, shall mean an offer of security receipts by the existing holders of security receipts to other qualified buyers; ] (m) originator means the assignor of debt or receivables to a special purpose distinct entity for the purpose of securitisation; 7 [(ma) private placement offer in context of security receipts, shall mean an offer of security receipts by a trust setup by an asset reconstruction company to a qualified buyer(s) for subscription and includes an offer for sale of security receipts by an existing investor(s) of such security receipts to other qualified buyers;] 8 [(mb) qualified buyer shall have the same meaning assigned to it in clause (u) of sub-section (1) of section 2 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;] (n) recognised stock exchange means any stock exchange which is recognised under section 4 of the Act; (o) regulated activity , in relation to a special purpose distinct entity, means any of its activities which are regulated by the Board under the Act and these regulations and includes making a public offer of securitised debt instruments, making disclosures in connection with such issue, the performance of obligations relating to public offer or listing and redemption of such instruments, management and administration of the schemes under which such instruments are issued, valuation and maintenance of accounts which have a bearing on value of such instruments, and any other related activity as may be specified by the Board; (p) [ scheme means a scheme for issue of securitised debt instruments in accordance with these regulations or for issue of security receipts under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 and/or regulations/guidelines as provided by the Reserve Bank of India and are proposed to be listed on a recognised stock exchange under these regulations;] 9 (q) Schedule means a Schedule appended to these regulations; (r) securitisation means acquisition of debt or receivables by any special purpose distinct entity from any originator or originators for the purpose of issuance of securitised debt instruments to investors based on such debt or receivables and such issuance; (s) securitised debt instrument means any certificate or instrument, by whatever name called, of the nature referred to in sub-clause (ie) of clause (h) of section 2 of the Act issued by a special purpose distinct entity; 10 [(sa) security receipt shall have the same meaning assigned to it in clause (zg) of sub-section (1) of section 2 of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;] (t) servicer means any person appointed by the special purpose distinct entity and who is responsible for the management or collection of the asset pool or making allocations or distributions to holders of the securtitised debt instrument in accordance with these regulations but does not include a trustee for the issuer if the trustee receives such allocations or distributions; (u) special purpose distinct entity means a trust which acquires debt or receivables out of funds mobilized by it by issuance of securitised debt instruments through one or more schemes, and includes any trust set up by the National Housing Bank under the National Housing Bank Act, 1987 (53 of 1987) or by the National Bank for Agriculture and Rural Development under the National Bank for Agriculture and Rural Development Act, 1981 (61 of 1981); (v) [ sponsor means (i) any person who establishes or promotes a special purpose distinct entity for the purposes of issuance of Securitised debt instrument; or (ii) an asset reconstruction company who has established/promoted a trust which has issued security receipts;] 10 (w) trustee means a trustee of a special purpose distinct entity; 12 [(wa) valuer means any person who is a registered valuer under section 247 of the Companies Act, 2013;] (x) working days means working days of the Board. 13 [(2) Words and expressions not defined in these Regulations, but defined in or under the Act or the Securities and Exchange Board of India Act, 1992 (15 of 1992) or the regulations made thereunder or the Companies Act, 2013 (18 of 2013) or the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (54 of 2002) or any applicable rules or regulations made by the Reserve Bank of India from time to time, or any statutory modification or re-enactment thereof, shall have the same meaning as have been assigned to them by or under those enactments, unless the context requires otherwise.] ************* NOTES:- 1 Inserted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 2 Substituted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 before it was read as, (h) investor means a person holding any securitised debt instrument which acknowledges the interest of such person in the debt or receivables assigned to the special purpose distinct entity; 3 Substituted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 before it was read as, (i) issue means an offer of securitised debt instruments by a special purpose distinct entity or under any scheme of such entity to the public or to any person(s), which is proposed to be listed on a recognised stock exchange; 4 Inserted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 5 Substituted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 before it was read as, offer document means any document including an electronic document described or issued as an offer document or prospectus and includes any notice, circular, advertisement or other document inviting subscription from the public or purchase of any securitised debt instruments of a scheme formulated under these regulations; 6 Inserted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 7 Inserted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 8 Inserted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 9 Substituted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 before it was read as, (p) scheme means a scheme for issue of securitised debt instruments in accordance with these regulations; 10 Inserted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 11 Substituted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 before it was read as, (v) sponsor means any person who establishes or promotes a special purpose distinct entity; 12 Inserted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 13 Substituted vide Notification No. SEBI/LAD-NRO/GN/2018/26 dated 26-06-2018 before it was read as, (2) Words and expressions not defined in these Regulations, but defined in or under the Act or the Securities and Exchange Board of India Act, 1992 (15 of 1992) or the regulations made thereunder or the Companies Act, 1956 (1 of 1956) or the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (54 of 2002) or any statutory modification or re-enactment thereof, shall have the same meaning as have been assigned to them by or under those enactments, unless the context requires otherwise