Regulation 2 - Definitions - Securities Contracts (Regulation) (Stock Exchanges And Clearing Corporations) Regulations, 2012

Definitions. 2. (1) In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly, (a) Act means the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (b) associate in relation to a person shall include another person: (i) who, directly or indirectly, by himself, or in combination with other persons, exercises control over the first person; (ii) who holds 5 [ more than ] fifteen per cent. 6 [****] shares in the paid up equity capital of the first person; 7 [****] (iv) who is a holding company or a subsidiary company of the first person 8 [****] ; (v) who is a relative of the first person; (vi) who is a member of a Hindu Undivided Family wherein the first person is also a member; 9 [ (vii) such other cases where the Board is of the view that a person shall be considered as an associate based on the facts and factors including the extent of control, independence, conflict of interest; ] (c) Board means the Securities and Exchange Board of India established under the provisions of section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992); (d) clearing corporation means an entity that is established to undertake the activity of clearing and settlement of trades in securities or other instruments or products that are dealt with or traded on a recognized stock exchange and includes a clearing house; 1 [ (e) clearing member shall mean a clearing member as defined in clause (ae) of sub-regulation (1) of Regulation 2 of the Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations, 1992; ] (f) company shall mean a company as defined in section 3 of the Companies Act, 1956 (1 of 1956); 2 [ (fa) commodity derivatives exchange means a recognized stock exchange which assists, regulates or controls the business of buying, selling or dealing 10 [****] 11 [ and option in securities with the prior approval of the Board ] in commodity derivatives. ] (g) 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 modification thereof; (h) governing board means the board of directors of a recognised stock exchange or a recognised clearing corporation; (i) key management personnel means a person serving as head of any department or in such senior executive position that stands higher in hierarchy to the head(s) of department(s) in the recognised stock exchange or the recognised clearing corporation or in any other position as declared so by such stock exchange or clearing corporation; 3 [ (ia) national commodity derivatives exchange means a commodity derivatives exchange that is demutualized, has an electronic trading platform and is permitted to assist, regulate or control the business of buying, selling or dealing in 12 [ commodity derivatives and option in securities with the prior approval of the Board ].] (j) netting means the determination of net payment or delivery obligations among the clearing members of a recognised clearing corporation by setting off or adjustment of the inter se obligations or claims arising out of buying and selling of securities, discontinuation of business, dissolution, winding-up or insolvency or such other circumstances as may be specified in the bye-laws of the clearing corporation; (k) novation means the act of a clearing corporation interposing itself between both parties of every trade, being the legal counterparty to both; (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 modification thereof; (m) public includes any member or section of the public but does not include any trading member or clearing member or their associates and agents: Provided that a public sector bank, public financial institution, an insurance company, mutual fund and alternative investment fund in public sector, that has associate(s) as trading members or clearing members, shall be deemed as public for the purposes of these regulations; (n) 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; (o) recognised clearing corporation means a clearing corporation which is recognised by the Board under section 4 read with section 8A of the Act; 4 [ (oa) regional commodity derivatives exchange means a commodity derivatives exchange which is not a national commodity derivatives exchange. ] (p) regulatory department means a department of a recognised stock exchange or a recognised clearing corporation which is entrusted with regulatory powers and duties and includes such department as may be specified by the Board; (q) rules means the Securities Contracts (Regulations) Rules, 1957; (r) shareholder director means a director who represents the interest of shareholders, and elected or nominated by such shareholders who are not trading members or clearing members, as the case may be, or their associates and agents; (s) trading member means a person having trading rights in any recognised stock exchange and includes a stock broker. (2) Words and expressions used and not defined in these regulations but defined in the Act, the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992, the Depositories Act, 1996 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/2015-16/016 dated 08-09-2015 w.e.f 28-09-2015 before it was read as (e) clearing member means a person having clearing and settlement rights in any recognised clearing corporation: Provided that any person who, on the date of commencement of these regulations, is acting as clearing member of a clearing house or a clearing corporation shall be deemed to be clearing member, till his request for registration, if any, is refused by the Board or till cessation of his membership with clearing corporation, whichever is earlier; 2. Inserted vide Notification No.SEBI/LAD-NRO/GN/2015-16/016 dated 08-09-2015 w.e.f 28-09-2015 3. Inserted vide Notification No.SEBI/LAD-NRO/GN/2015-16/016 dated 08-09-2015 w.e.f 28-09-2015 4. Inserted vide Notification No.SEBI/LAD-NRO/GN/2015-16/016 dated 08-09-2015 w.e.f 28-09-2015 5. Inserted vide Notification No. SEBI/LAD/NRO/GN/2015-16/029 dated 11-01-2016 6. Omitted vide Notification No. SEBI/LAD/NRO/GN/2015-16/029 dated 11-01-2016 before it was read as or more 7. Omitted vide Notification No. SEBI/LAD/NRO/GN/2015-16/029 dated 11-01-2016 before it was read as (iii) whose director or partner is also a director of the first person or its subsidiary or holding company, or partner of the first person, as the case may be; 8. Omitted vide Notification No. SEBI/LAD/NRO/GN/2015-16/029 dated 11-01-2016 before it was read as or a company under the same management as of the first person 9. Inserted vide Notification No. SEBI/LAD/NRO/GN/2015-16/029 dated 11-01-2016 10 . Omitted vide Notification No. SEBI/LAD-NRO/GN/2017-18/003 dated 26-05-2017 before it was read as only 11 . Inserted vide Notification No. SEBI/LAD-NRO/GN/2017-18/003 dated 26-05-2017 12 . Substituted vide Notification No. SEBI/LAD-NRO/GN/2017-18/003 dated 26-05-2017 before it was read as derivatives on all commodities as notified by the Central Government from time to time