Regulation 2 - Definitions - Securities and Exchange Board of India (Stock Brokers) Regulations, 1992

Definitions. 1 [2. (1) In these regulations, unless the context otherwise requires]:- 2 [(a) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (aa) certificate means a certificate of registration issued by the Board; (ab) 3 [***] 23 [ 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; ] 5 [(ad) clearing corporation shall mean a clearing corporation as defined in clause (d) of sub-regulation (1) of regulation 2 of the 16 [ Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 ] ;] 6 [(ae) clearing member means a person having clearing and settlement rights in any recognised clearing corporation and shall include any person having clearing and settlement rights on a commodity derivatives exchange: Provided that such a clearing member in commodity derivatives exchange shall be required to become a member of a recognised clearing corporation from such date as may be specified by the Board.] (aaa) 7 [***] (b) form means a form specified in Schedule I; (c) inspecting authority means one or more persons appointed by the Board to exercise powers conferred under Chapter V of these regulations; 22 [ (ca) professional clearing member means a member having clearing and settlement rights in any recognized clearing corporation, but not having trading rights in any recognized stock exchange. ] 8 [ 21 [ (cb) ] proprietary trading member means a stock broker who trades in the debt segment of the recognised stock exchange, exclusively on its own account or as permitted by its sectoral regulator;] 24 [ (cc) qualified stock broker means a stock broker referred to in regulation 18D of these regulations; ] (d) regulations means Securities and Exchange Board of India (Stock Brokers 20 [ **** ] ) Regulations, 1992; (e) 9 [***] (f) Securities Contract (Regulation) Act means Securities Contract (Regulation) Act, 1956 (42 of 1956) 10 [(fa) self-clearing member means a member of a clearing corporation who is also a stock broker and clears and settles trades on its own account or on account of its clients only and includes any person having clearing and settlement rights on a commodity derivatives exchange: Provided that such person who clears and settles trades in commodity derivatives, shall be required to become a member of a recognised clearing corporation, from such date as may be specified by the Board.] (g) small investor means any investor buying or selling securities on a cash transaction for a market value not exceeding rupees fifty thousand in aggregate on any day as shown in a contract note issued by the stock broker; 11 [(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);] 12 [(gb) stock broker means a person having trading rights in any recognised stock exchange and includes a trading member;] 19 [ **** ] ] (gd) 13 [***] (h) 14 [***] 17 [ (i) Underwriter means a person who engages in the business of underwriting of an issue of securities of a body corporate. (j) Underwriting means an agreement to subscribe to or procure subscription for securities, issued or offered for sale, remaining unsubscribed. (k) issue means an offer of sale or purchase of securities by any body corporate, or by any other person or group of persons on its or his 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 through a merchant banker; ] 15 [(2) Words and expressions used and not defined in these regulations but defined in the Act, the 18 [ Companies Act, 2013 ] , the Securities Contracts (Regulation) Act, 1956, 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.] ****** 1 Renumbered as 2(1) by the SEBI (Stock Brokers and Sub-brokers) (Second Amdt.) Regulations, 2013 w.e.f. 27.09.2013 2 Inserted by the SEBI (Stock Brokers and Sub-brokers) (Second Amdt.) Regulations, 2006, w.e.f. 07-09-2006. 3 Omitted by the SEBI(Change in Conditions of Registration of Certain Intermediaries)(Amendment) Regulations,2011, w.e.f. 19-04-2011. Prior to omission, clause (ab) read as under: change of status or constitution in relation to a stock broker or a sub-broker 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 other law for the time being in force; (B) change in its managing director, whole-time director or director appointed in compliance with clause (v) of sub-rule (4A) of rule 8 of the Securities Contracts (Regulation) Rules, 1957; 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 4 Substituted by the SEBI (Change in Conditions of Registration of Certain Intermediaries)(Amendment) Regulations, 2011, w.e.f. 19-04-2011. Prior to substitution, clause (ac) read as under: change in control , in relation to a stock broker or a sub-broker being a body 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 per cent of voting rights in the body corporate; 5 Substituted by the SEBI (Stock Brokers and Sub-brokers) (Second Amdt.) Regulations, 2013.w.e.f 27-09-2013 Prior to substitution clause (ad) read as: clearing corporation or clearing house means the clearing corporation or clearing house of a recognised stock exchange to clear and settle trades in securities; 6 Substituted by the SEBI (Stock Brokers and Sub-brokers) (Amendment) Regulations, 2015 w.e.f 28-09-2015. Earlier clause (ae) was substituted by the SEBI (Stock Brokers and Sub-brokers) (Second Amdt.) Regulations, 2013.w.e.f 27-09-2013. Prior to the substitution, clause (ae) read as: clearing member shall mean a clearing member as defined in clause (e) of sub-regulation (1) of regulation 2 of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012; 7 Omitted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-09-2002. 8 Substituted by the SEBI (Stock Brokers and Sub-brokers) (Second Amdt.) Regulations,2013 w.e.f 27-09-2013. Prior to substitution clause (ca) read as: (ca) proprietary trading member means a member of debt segment of a stock exchange which trades only on its own account or as permitted by its sectorial regulator; 9 Omitted by the SEBI (Stock Brokers and Sub-brokers) (Second Amdt.) Regulations, 2006, w.e.f. 07-09-2006. Prior to omission, it read as under: (e) rules means Securities and Exchange Board of India(Stock Brokers and Sub-brokers) Rules, 1992; 10 Substituted by the SEBI (Stock Brokers and Sub-brokers) (Amendment) Regulations, 2015 w.e.f 28-09-2015. Earlier clause (fa) was substituted by the SEBI (Stock Brokers and Sub-brokers) (Second Amdt.) Regulations, 2013.w.e.f 27.09.2013. Prior to the substitution, clause (fa) read as: (fa) self-clearing member means a member of a clearing corporation who is also a stock broker and clears and settles trades on its own account or on account of its clients only; 11 Inserted by the SEBI (Stock Brokers and Sub-brokers) (Second Amdt.) Regulations, 2006, w.e.f. 07-09-2006. 12 Substituted by the SEBI (Stock Brokers and Sub-brokers) (Second Amdt.) Regulations, 2013 w.e.f. 27-09-2013. Prior to substitution clause (gb) read as: (gb) stock broker means a member of a stock exchange; 13 Omitted by the SEBI (Stock Brokers and Sub-brokers) (Second Amdt.) Regulations,2013 w.e.f 27-09-2013 14 Omitted by the SEBI (Stock Brokers and Sub-brokers) (Second Amdt.) Regulations,2013 w.e.f 27-09-2013 15 Inserted by the SEBI (Stock Brokers and Sub-brokers) (Second Amdt.) Regulations,2013 w.e.f 27-09-2013 16. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/14 dated 30-03-2021 before it was read as Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 17. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/14 dated 30-03-2021 18. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/14 dated 30-03-2021 before it was read as Companies Act, 1956 19. Omitted vide Notification No. SEBI/LAD-NRO/GN/2018/27 dated 30-07-2018 w.e.f. 01-04-2019 before it was read as (gc) sub-broker means any person not being a member of stock exchange who acts on behalf of a stock broker as an agent or otherwise for assisting the investors in buying, selling or dealing in securities through such stock brokers; 20. Omitted vide Notification No. SEBI/LAD-NRO/GN/2018/27 dated 30-07-2018 w.e.f. 01-04-2019 before it was read as and Sub-brokers 21. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2022/73 dated 23-02-2022 before it was read as (ca) 22. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/73 dated 23-02-2022 23. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/115 dated 17-01-2023 before it was read as, [ 4 [(ac) 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 percent 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.] 24. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/116 dated 17-01-2023