Regulation 2 - Definitions - Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993

2. Definitions.─ 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)] 3 [* * *] 4 [(aa) 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); (ab) certificate means a certificate of registration issued by the Board; (ac) change of status or constitution in relation to a portfolio manager─ (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; (ad) change in control , in relation to a portfolio manager being a body corporate, means:─ (i) if its shares are listed on any recognized 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; (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 percent of voting rights in the body corporate;] 5 [(ae)] chartered accountant means a chartered accountant as defined in clause (b) of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act;] 13 [ (af) custodian means a person who has been granted a certificate of registration to carry on the business of custodian under the Securities and Exchange Board of India (Custodian) Regulations, 1996; (ag) discretionary portfolio manager means a portfolio manager who exercises or may exercise, under a contract relating to portfolio management, any degree of discretion as to the investments or management of the portfolio of securities or the funds of the client, as the case may be; ] (b) form means a form specified in Schedule I; 14 [ (ba) goods means the goods notified by the Central Government under clause (bc) of section 2 of the Securities Contracts (Regulation) Act, 1956 and forming the underlying of any commodity derivative; ] (c) inspecting authority means one or more persons appointed by the Board to exercise powers conferred under Chapter IV; 7 [(ca) portfolio means the total holdings of securities 15 [ and goods ] belonging to any person; (cb) portfolio manager means any person who pursuant to a contract or arrangement with a client, advises or directs or undertakes on behalf of the client (whether as a discretionary portfolio manager or otherwise) the management or administration of a portfolio of securities 16 [or goods] or the funds of the client, as the case may be;] 17 [ Provided that the Portfolio Manager may also deal in goods received in delivery against physical settlement of commodity derivatives. ] 8 [(d) principal officer means an employee of the portfolio manager who has been designated as such by the portfolio manager;] [(e)] 9 [* * *] 18 [ (ea) securities mean securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956; (eb) securities lending means the securities lending as per the Securities Lending Scheme, 1997 specified by the Board; ] (f) Words and expressions used and not defined in these regulations but defined in the Act 11 [* * *] shall have the meanings respectively assigned to them in the Act 12 [* * *]. ******* 1 Inserted by the SEBI (Portfolio Managers) (Second Amendment) Regulations, 2006, w.e.f. 7-9-2006. 2 Clause (a) renumbered as (aa) by the SEBI (Portfolio Managers) (Amendment) Regulations, 2002, w.e.f. 11-10-2002. 3 Omitted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-9-2002. Prior to omission, clause (aa) read as under: (aa) 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 authorized by the Board under Chapter V; 4 Inserted by the SEBI (Portfolio Managers) (Second Amendment) Regulations, 2006, w.e.f. 07-09-2006. 5 Inserted by the SEBI (Portfolio Managers) (Amendment) Regulations, 2002, w.e.f. 11-10-2002, as clause (a) renumbered as clause (ae) by the SEBI (Portfolio Managers) (Second Amendment) Regulations, 2006, w.e.f. 07-09-2006. 6 Inserted by the SEBI (Portfolio Managers) (Second Amendment) Regulations, 2006, w.e.f. 07-09-2006. 7 Inserted by the SEBI (Portfolio Managers) (Second Amendment) Regulations, 2006, w.e.f. 07-09-2006. 8 Substituted by the SEBI (Portfolio Managers) (Amendment) Regulations, 2006, w.e.f. 05-07-2006. Prior to substitution, clause (d) as substituted by the SEBI (Portfolio Managers) (Amendment) Regulations, 2002, w.e.f. 11-10-2002 read as under: (d) principal officer means a director of the portfolio manager, who is responsible for the activities of portfolio management and has been designated as principal officer by the portfolio manager; 9 Omitted by the SEBI (Portfolio Managers) (Second Amendment) Regulations, 2006 w.e.f. 07-09-2006. Prior to omission, clause (e) read as under: (e) rules means Securities and Exchange Board of India (Portfolio Managers) Rules, 1992; 10 Inserted by the SEBI (Portfolio Managers) (Amendment) Regulations, 2002, w.e.f. 11-10-2002. 11 The words and the rules omitted by the SEBI (Portfolio Managers) (Second Amendment) Regulations, 2006, w.e.f. 07-09-2006. 12 The words or the rules, as the case may be omitted, ibid. 13. Substituted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/17 dated 10-05-2019 before it was read as 6 [(af) discretionary portfolio manager means a portfolio manager who exercises or may, under a contract relating to portfolio management, exercise any degree of discretion as to the investments or management of the portfolio of securities or the funds of the client, as the case may be;] 14. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/17 dated 10-05-2019 15. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/17 dated 10-05-2019 16. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/17 dated 10-05-2019 17. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/17 dated 10-05-2019 18. Substituted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/17 dated 10-05-2019 before it was read as 10 [(ea) securities lending means the securities lending as per the Securities Lending Scheme, 1997 specified by the Board;]