Regulation 2 - Definitions - Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992

Definitions 2. 13 [ (1) ] In these regulations, unless the context otherwise requires,- 1 [***] 2 [(a) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (aa) body corporate shall have the meaning assigned to it in or under 9 [ clause (11) of section 2 of the Companies Act, 2013 (18 of 2013) ] ; (ab) certificate means a certificate of 3 [***] registration issued by the Board; (ac) 4 [***] (ad) 15 [ Change in control 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); ] (b) form means a form specified in Schedule I; (c) inspecting authority means one or more persons appointed by the Board to exercise powers conferred under Chapter IV; 5 [(ca) issue means an offer of sale or purchase of securities by anybody corporate, or by any other person or group of persons on its or his or their behalf, as the case may be, to or from the public, or the holders of securities of such body corporate or person or group of persons through a merchant banker; (cb) merchant banker means any person who is engaged in the business of issue management either by making arrangements regarding selling, buying or subscribing to securities or acting as manager, consultant, adviser or rendering corporate advisory service in relation to such issue management;] (d) principal officer means- (i) proprietor, in the case of a proprietary concern, (ii) partner, in the case of a partnership firm, (iii) director, in the case of a body corporate who is responsible for the activities of the merchant banker. (e) 6 [***] (f) 11 [ **** ] 12 [ (g) underwriter means a person who engages in the business of underwriting of an issue of securities of a body corporate; (h) underwriting means an agreement to subscribe to or procure subscription for securities, issued or offered for sale, remaining unsubscribed. ] 14 [ (2) Words and expressions used but not defined in these regulations shall have the same meaning as have been assigned to them under the Act or the Securities Contracts (Regulation) Act, 1956 (42 of 1956), or the Depositories Act, 1996 (22 of 1996), or the Companies Act, 2013 (18 of 2013) or any rules or regulations made thereunder or any statutory modification or re-enactment thereto, as the case may be. ] ************* NOTES:- 1. Omitted by the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002 w.e.f., 27.09.2002. Prior to omission the clause read as under : (a) enquiry officer means any Officer of the Board, or any other person, having experience in dealing with the problems relating to the securities market, who is authorised by the Board under Chapter V; 2 Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulation, 2006, w.e.f., 7-9-2006. 3 The words ―initial or permanent were omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations,2016 w.e.f. 08-12-2016. Prior to omission the words ―initial or permanent were inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2011 w.e.f. 05-07-2011. 4 Omitted by the (Change in conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011. w.e.f. 19-04-2011. Prior to the omission the clause read as under: ―Change of status or constitution‖ in relation to a merchant banker- (i) means any change in its status or constitution of whatsoever nature; and (ii) without prejudice to generality or sub-clause (i), includes- (A) amalgamation, demerger, consolidation or any other kind of corporate restructuring falling within the scope of section 391 of the Companies Act, 1956 (1 of 1956) or the corresponding provision of any other law for the time being in force; (B)change in its managing director or whole-time director; and (C)any change in control over the body corporate. 5 Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulations, 2006., w.e.f., 7-9-2006. 6 Omitted by the Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulations, 2006., w.e.f., 7-9-2006. 7 The words [and the rules] omitted by the Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulation, 2006, w.e.f., 7-9-2006. 8 The words [or the rules as the case may be] omitted by the Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulation, 2006, w.e.f., 7-9-2006. 9. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/13 dated 30-03-2021 before it was read as clause (7) of section 2 of the Companies Act, 1956 (1 of 1956) 10. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/13 dated 30-03-2021 before it was read as regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 11. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/13 dated 30-03-2021 before it was read as (f) Words and expressions used and not defined in these regulations but defined in the Act 7 [***] shall have the meaning respectively assigned to them in the Act 8 [***]. 12. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/13 dated 30-03-2021 13. Numbered vide Notification No. SEBI/LAD-NRO/GN/2021/13 dated 30-03-2021 14. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/13 dated 30-03-2021 15. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/115 dated 17-01-2023 before it was read as, (ad) ―change in control, in relation to a merchant banker being a body corporate, means:- (i) if its shares are listed on any recognised stock exchange, change in control within the meaning of 10 [ regulations framed under clause (h) of sub-section (2) of section 11 of the Act ] ; (ii) in any other case, change in the controlling interest in the body corporate. Explanation: For the purpose of sub-clause (ii), the expression ―controlling interest means an interest, whether direct or indirect, to the extent of at least fifty one per cent of voting rights in the body corporate;]