Regulation 2 - Definitions - Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) 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)] activity means activities which a registrar to an issue or a share transfer agent may carry 3 [under clauses (f) and (g) of regulation 2]; 4 [(b) 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); (ba) certificate means a certificate of 5 [ 6 [***] registration granted] by the Board under these regulations; (bb) [***] 7 15 [ (bc) Change in control (i) 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); (ii) in a case other than that of a body corporate, shall be construed as any change in its legal formation or ownership or change in controlling interest. Explanation For the purpose of sub-clause (ii), the expression controlling interest means an interest, direct or indirect, to the extent of not less than fifty percent of voting rights or interest; ] 9 [* * *] (c) form means a form specified in Schedule I; (d) inspecting authority means one or more persons appointed by the Board to exercise powers conferred under Chapter IV; 10 [(da) issue means an offer of sale or purchase of securities by any body corporate or by any other person or group of persons on his or its 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;] (e) principal officer means (i) in relation to a proprietary concern, the proprietor himself; (ii) in relation to a firm or an association of persons or any body of individuals or a body corporate, a secretary, treasurer, partner, manager or director of the firm, association, body corporate; or (iii) any person connected with the management or administration of the firm, association or body or the body corporate upon whom the Board has served a notice of its intention of treating him as the principal officer thereof. 11 [(f) registrar to an issue means the person appointed by a body corporate or any person or group of persons to carry on the following activities on its or his or their behalf: (i) collecting applications from investors in respect of an issue; (ii) keeping a proper record of applications and monies received from investors or paid to the seller of the securities; and (iii) assisting body corporate or person or group of persons in: (a) determining the basis of allotment of securities in consultation with stock exchange; (b) finalising list of persons entitled to allotment; (c) processing and dispatching allotment letters, refund orders or certificates and other related documents in respect of an issue; (g) share transfer agent means (i) any person, who on behalf of any body corporate, maintains the records of holders of securities issued by such body corporate and deals with all matters connected with the transfer and redemption of its securities; (ii) a department or division, by whatever name called, of a body corporate performing the activities referred in sub-clause (i) if at any time the total number of the holders of its securities issued exceed one lakh;] 12 [(ga) stock exchange means a stock exchange which is for the time being recognised by the Central Government or by the Board under section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);] (h) all other words and expressions used in these regulations but not defined, and defined in the Act 13 [* * *] shall have the same meanings respectively assigned to them in the Act 14 [* * *]. (f) regulations means Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993; (g) rules means Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Rules, 1993; ****** 1 Inserted by the SEBI (Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations, 2006, w.e.f. 7-9-2006. 2 Clause (a) renumbered as clause (aa), ibid. 3 Substituted for under clauses (e) and (g) of rule 2 by the SEBI (Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations, 2006, w.e.f. 7-9-2006. 4 Inserted, ibid. 5 Substituted for registration granted or renewed by the SEBI (Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations, 2011, w.e.f. 5-7-2011. 6 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. 7 Omitted by the SEBI (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011, w.e.f. 19-4-2011. Prior to its omission, clause (bb) read as under: (bb) change of status or constitution in relation to a registrar to an issue or a share transfer agent means any change in its status or constitution of whatsoever nature and includes (i) in case of a body corporate (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 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; (ii) any change between the following legal forms- individual, partnership firm, Hindu undivided family, private company, public company, unlimited company or statutory corporation and other similar changes; (iii) in case of a partnership firm any change in partners not amounting to dissolution of the firm; 8 Substituted, ibid. Prior to its substitution, clause (bc) read as under: (bc) change in control , in relation to a registrar to an issue or a share transfer agent being a body corporate, means:- (i) 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; (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; 9 Omitted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-09-2002. Prior to its omission, clause (b) read as under: (b) 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 appointed by the Board under Chapter V; 10 Inserted by the SEBI (Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations, 2006, w.e.f. 7-9-2006. 11 Substituted by the SEBI (Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations, 2006, w.e.f. 7-9-2006. Prior to its substitution, it read as under: 12 Inserted by the SEBI (Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations, 2006, w.e.f. 7-9-2006. 13 Words and the rules , omitted by the SEBI (Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations, 2006, w.e.f. 7-9-2006. 14 Words or the rules, as the case may be , omitted, ibid. 15. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/115 dated 17-01-2023 before it was read as, 8 [(bc) change in control (i) 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) in any other case, shall be construed as change in the controlling interest in the body corporate. Explanation: For the purpose of para (B) of this sub-clause, 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; (ii) in a case other than that of a body corporate, shall be construed as any change in its legal formation or ownership.]