Regulation 2 - Definitions - Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993

Definitions. 2. In these regulations, unless the context otherwise requires,- 1 [(a) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992)] 2 [(aa) associate shall mean any entity which is an associate under sub-section (6) of section 2 of the Companies Act, 2013 or under the applicable accounting standards and shall include a person whose director, is also a director, of the debenture trustee or the body corporate, as the case may be.] 3 [(ab) body corporate shall have the meaning assigned to it in or under sub-section (11) of section 2 of the Companies Act, 2013 and for the purpose of these regulations, includes a public financial institution as defined under sub-section (72) of section 2 of the Companies Act, 2013, a non-banking financial company, public sector undertaking established under any Central or State enactment which has its debt securities listed or which seeks to list its debt securities on a recognized stock exchange in accordance with the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, or any other issuer of debt securities in accordance with any Regulations issued by the Board.] (ac) certificate means a certificate of 4 [ 5 [***] registration granted] by the Board under these regulations; (ad) 6 [***] 21 [ 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); ] 8 [(b) Companies Act means the Companies Act, 2013 (Act 18 of 2013);] 9 [(ba) debenture means a debenture within the meaning of sub-section (30) of section 2 of the Companies Act, 2013;] 10 [(bb) debenture trustee means a trustee appointed in respect of any issue of debentures of a body corporate;] 11 [***] (c) Form means Forms specified in Schedule I; (d) Inspecting authority means one or more persons appointed by the Board to exercise powers conferred under Chapter IV; 12 [(e) insurance company has the same meaning assigned to it under sub-section (7A) of section 2 of the Insurance Act, 1938;] 13 [(ea) issue means an offer of debentures by a body corporate, to the public, or the holders of securities of such body corporate and includes a private placement of debentures made by a body corporate, which seeks to list its debt securities on a recognized stock exchange;] 14 [(ee) networth means aggregate of value of the paid-up equity capital and free reserves (excluding reserves created out of revaluation) reduced by the aggregate value of accumulated losses and deferred expenditure not written off (including miscellaneous expenses not written off) as per the latest audited balance sheet;] 15 [(f) principal officer means,- a key managerial personnel as defined under sub section (51) of section 2 of the Companies Act, 2013, and shall include any person connected with the management or administration of the body corporate upon whom the Board has served notice of its intention of treating him as the principal officer thereof;] (g) regulations means Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993; (h) 16 [***] (i) scheduled bank means a scheduled bank as defined in clause (e) of section 2 of the Reserve Bank of India Act, 1934 (2 of 1934); 17 [(ia) trust deed means a deed executed by the body corporate in favour of the trustees named therein for the benefit of the debenture holders;] 18 [(ib) recognised stock exchange shall have the same meaning assigned to it under sub-section (f) of section 2 of the Securities Contracts (Regulation) Act, 1956.] (j) all other words and expressions used in these regulations but not defined, and defined in the Act 19 [***] shall have the meanings respectively assigned to them in the Act 20 [***]. ********** 1 Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f., 7-9-2006. 2 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (aa), inserted by the SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000,w.e.f., 8-8-2000, read as follows: associate in relation to a debenture trustee, or body corporate shall include a person,- (i) who, directly or indirectly, by himself, or in combination with relatives, exercises control over the debenture trustee or the body corporate, as the case may be, or (ii) in respect of whom the debenture trustee or the body corporate, as the case may be, directly or indirectly, by itself, or in combination with other persons, exercises control, or (iii) whose director, is also a director, of the debenture trustee or the body corporate, as the case may be. Explanation: For the purpose of this regulation, the expression control shall have the same meaning as defined under clause (c) of Regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997;] 3 Substituted ibid. Prior to the same, clause (ab), inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006, read as follows: (ab) body corporate shall have the meaning assigned to it in or under clause (7) of section 2 of the Companies Act, 1956 (1 of 1956). 4 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011 for the words registration granted or renewed . 5 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. 6 Omitted by the SEBI (Change in conditions of Registration of Certain Intermediaries)(Amendment) Regulations, 2011, w.e.f. from 13-4-2011. Prior to omission, this clause read as under: change of status or constitution in relation to a debenture trustee- (i) means any change in its status or constitution of whatsoever nature; and (ii) without prejudice to generality of 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; 7 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (i) read as follows: if its shares are listed on any recognised stock exchange, change in control within the meaning of regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997; 8 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (b) read as follows: Companies Act means the Companies Act, 1956 (1 of 1956); 9 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (ba) read as follows: debenture means a debenture within the meaning of sub-section (12) of section 2 of the Companies Act, 1956 (1 of 1956); 10 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (bb) read as follows: debenture trustee means a trustee of a trust deed for securing any issue of debentures of a body corporate; 11 Omitted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-09-2006. 12 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (e) read as follows: insurance company means a company as defined in clause (21) of section 2 of the Companies Act; 13 Substituted ibid. Prior to the same, clause (e), inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006, read as follows: issue means an offer of sale of securities by any body corporate or by any other person or group of persons on its or their behalf, as the case may be, to the public, or the holders of securities of such body corporate or person or group of persons and includes a private placement of debentures made by a listed company, which are proposed to be listed; 14 Inserted by the SEBI (Debenture Trustees)(Amendment) Regulations, 2003, w.e.f.4-7-2003. 15 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (f) read as follows: principal officer means,- (i) a secretary, manager or director of the body corporate; or (ii) any person connected with the management or administration of the body corporate upon whom the Board has served notice of its intention of treating him as the principal officer thereof; 16 Omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006. Prior to its omission, clause (h) read as under:- (h) rules means Securities and Exchange Board of India (Debenture Trustees) Rules, 1993; 17 Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006. 18 Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. 19 Words and the rules omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006, respectively. 20 Words or the Rules, as the case may be omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006, respectively. 21. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/115 dated 17-01-2023 before it was read as, (ae) change in control , in relation to a debenture trustee, means :- 7 [(i) if its shares are listed on any recognised stock exchange, change in control as per the provisions of regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;] (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;]