Regulation 2 - Definitions - SECURITIES AND EXCHANGE BOARD OF INDIA (DEPOSITORIES AND PARTICIPANTS) REGULATIONS, 1996

Definitions. 2. (1) [In these regulations, unless the context otherwise requires, the terms used in these regulations shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly,-] 1 (a) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992); 2 [(aa) associate shall have the same meaning as assigned to it under clause (b) of sub-regulation (1) of regulation 2 of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 or any modification thereof;] 3 [ 4 [(ab)] 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. ] 5 [(ac) 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;] 6 [(b) ― Depositories Act means the Depositories Act, 1996 (22 of 1996);] (c) 7 [***] (d) Form means any of the forms specified in the First Schedule; 8 [(da) governing board means the board of directors of a depository;] (e) inspecting officer means any person authorised by the Board under regulation 59; [(ea) 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 depository or in any other position as declared so by such depository; (eb) 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; (ec) 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; (ed) regulatory department means a department of a depository which is entrusted with regulatory powers and duties and includes such department as may be specified by the Board; (f) Schedule means any of the Schedules annexed to these regulations;] 9 10 (fa) shareholder director means a director who represents the interest of shareholders, and elected or nominated by such shareholders; (g) sponsor means any person or persons who, acting alone or in combination with another person proposes to establish a depository and undertakes to perform the obligations of a sponsor under these regulations. 11 [Explanation.-Any person who acting alone or in combination with others holds not less than 51 per cent of the share capital of the depository as a sponsor and undertakes to perform the obligation under these regulations shall be deemed to be a sponsor for the purpose of these regulations.] 12 [(2) Words and expressions used and not defined in these regulations but defined in the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996, the Companies Act, 1956 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 Substituted by the SEBI (Depositories and Participants) (Amendment) Regulations, 2012, w.e.f. 11-9-2012. Prior to substitution, it read as under: ― In these regulations, unless the context otherwise requires,- 2 Inserted by the SEBI (Depositories and Participants) (Amendment) Regulations, 2012, w.e.f. 11-9-2012. 3 Inserted by the SEBI (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011, w.e.f. 19-4-2011. 4 Renumbered by the SEBI (Depositories and Participants) (Amendment) Regulations, 2012, w.e.f. 11-9-2012 5 Inserted by the SEBI (Depositories and Participants) (Amendment) Regulations, 2012, w.e.f. 11-9-2012. 6 Substituted by the SEBI (Depositories and Participants) (Amendment) Regulations, 1997, w.e.f. 7-2-1997. 7 Omitted by the SEBI(Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-9-2002. 8 Inserted by the SEBI (Depositories and Participants) (Amendment) Regulations, 2012, w.e.f. 11-9-2012. 9 Inserted by the SEBI (Depositories and Participants) (Amendment) Regulations, 2012, w.e.f. 11-9-2012. 10 Inserted by the SEBI (Depositories and Participants) (Amendment) Regulations, 2012, w.e.f. 11-9-2012. 11 Inserted by the SEBI (Depositories and Participants) (Amendment) Regulations, 2000, w.e.f. 26-12-2000. 12 Substituted by the SEBI (Depositories and Participants) (Amendment) Regulations, 2012, w.e.f. 11-9-2012. Prior to substitution, it read as under: ― (2) Words and expressions used and not defined in these regulations but defined in the Act or in the Depositories Ordinance shall have the meanings respectively assigned to them in the Act or the Depositories Ordinance.