Regulation 2 - Definitions - Securities Contracts (Regulation) (Manner of Increasing and Maintaining Public Shareholding in Recognised Stock Exchanges) Regulations, 2006

2. Definitions. (1) In these Regulations, unless the context otherwise requires:- (a) Act means the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (b) associate in relation to a shareholder having trading rights in a recognized stock exchange means a person (i) who directly or indirectly, by himself or in combination with other persons, exercises control over such shareholder or holds substantial shares entitling not less than fifteen per cent. of the voting rights in such shareholder being a body corporate; or (ii) over whom such shareholder, directly or indirectly, by itself or in combination with other persons, exercises control; or (iii) whose director or partner is also a director or a partner of such shareholder, being a body corporate or a partnership firm, as the case may be; or (iv) who is a holding company or subsidiary company of such shareholder or a company under the same management as such shareholder; or (v) who is a relative of the shareholder being a natural person under 1 [Section 6] of the Companies Act, 1956 (1 of 1956); or (vi) who is a sub-broker of the shareholder in that stock exchange; or (vii) who acts in accordance with instructions of such shareholder in the exercise of voting rights and other rights in the recognised stock exchange, directly or indirectly. (c) Board means the Securities and Exchange Board of India established under provisions of Section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992); (d) company means a company as defined in Section 3 of the Companies Act, 1956 (1 of 1956); (e) control has the meaning assigned to it in clause (c) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997; (f) offer for sale means offer for sale of equity shares, by shareholders of a recognised stock exchange having trading rights therein to the public; (g) private placement means an issue of equity shares made by a recognized stock exchange on preferential basis and/or through private placement to any person or group of persons not being a shareholder having trading rights or an associate of any such shareholder, pursuant to a special resolution passed under sub-section (1A) of section 81 of the Companies Act, 1956; (h) public includes any member or section of the public but does not include any shareholder of the recognised stock exchange having trading rights therein or any associate of such shareholder; (i) scheme means the scheme for corporatisation or demutualisation of a recognised stock exchange approved by the Board under section 4B of the Act; 2 [(j) shareholder having trading rights means a shareholder who has a trading interest in the stock exchange, whether directly or indirectly through a person having trading rights. Explanation : A shareholder having a trading interest indirectly in relation to a person having trading rights shall have same meaning as assigned to the term associate in relation to a shareholder having trading rights under clause (b) of this sub-regulation.] (2) All other words and expressions used but not defined in these regulations, but defined in the Act or in the Companies Act, 1956 (1 of 1956) or in Securities and Exchange Board of India Act, 1992 (15 of 1992) or the rules and the regulations made thereunder or in the scheme, shall have the same meanings respectively assigned to them in such Acts or the Rules or the Regulations made thereunder or the scheme or any statutory modification or re-enactment thereto, as the case may be. ************** NOTES:- 1. Corrected vide corrigendum no. SEBI/LAD/DOP/1727/2007, dated 20th February, 2007. Prior to correction it read as Schedule IA . 2. Inserted by the Securities Contracts (Regulation) (Manner of Increasing and Maintaining Public Shareholding in Recognised Stock Exchanges) (Amendment) Regulations, 2008 w.e.f. 23-12-2008.