(1) In the Regulations, unless the context otherwise requires :—
(a) ‘Act’ means the Securities and Exchange Board of India Act, 1992;
(b) ‘associate’ in relation to an intermediary or a listed company means a person :
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(i) who, directly or indirectly, by himself or in combination with his relatives exercises control over the intermediary or listed company or has a holding of not less than 15% in the paid up equity capital of the intermediary or the listed company;
(ii) in respect of whom the intermediary or listed company directly or indirectly exercises control;
(iii) whose director or partner is also a director or partner of the intermediary or listed company.
Explanation.—For the purposes of this clause—
(i) ‘control’ means control as defined in clause (c) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997;
(ii) ‘director’ does not include a nominee director;
(iii) ‘person’ means a natural person, a company registered under the Companies Act, 1956, a body corporate, a partnership concern, a trust or society registered under the Societies Registration Act, 1860 or any other legal entity.
(c) ‘Board’ means the Securities and Exchange Board of India established under section 3 of the Act;
(d) ‘Central Database’ means the electronic representation and storage of information that may be created and maintained by a Designated Service Provider in respect of the persons who have been allotted unique identification numbers under these regulations;
(e) ‘Central Listing Authority’ means the Central Listing Authority established under regulation 3 of the Securities and Exchange Board of India (Central Listing Authority) Regulations, 2003;
(f) ‘Designed employee’ in relation to a listed company or a company which intends to get its securities listed means a designated employee within the meaning of the
Explanation to clause 1.2 of Part A of Schedule I to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(g) ‘Designated Service Provider’ means a person so designated by the Board to create and maintain the Central Database on such terms and conditions as may be agreed to between him and the Board and to perform such other functions under these regulations as may be delegated to him by the Board;
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(h) ‘intermediary’ means any person who is registered with the Board under section 12 of the Act, but does not include 1[Foreign Institutional Investors and] Foreign Venture Capital Investors;
(i) ‘investor’ means an investor in securities and includes a 2 [Foreign Portfolio Investor] and a Foreign Venture Capital Investor;
(j) ‘listed company’ means a company whose securities are listed on a recognised stock exchange and includes a public company which intends to get its securities listed on a recognized stock exchange;
(l) ‘market participants’ means intermediaries, other entities, investors, listed companies and companies which intend to get their securities listed;
(m) ‘other entity’ means any recognised stock exchange, clearing corporation, approved intermediary under the Securities Lending Scheme, 1997, investor associations and includes any other person granted recognition by the Board, any person required to obtain any license or approval from any self-regulatory organization and any other person associated with the securities market in any manner as may be notified by the Board in the official gazette;
(n) ‘promoter’ means—
(1) any person or persons who are directly or indirectly in control of the company; or
(2) any person or persons named as ‘promoters’ in the offer document or in the shareholding pattern disclosed by the Company under provisions of the Listing Agreement, whichever is later;
and includes, (A) where such person is an individual,
(i) 3[***]
(ii) any company in which 26% or more of the equity share capital is held by him 4[***] or any firm or Hindu Undivided Family in which he 5[***] is a partner or member;
1 Words "Foreign Institutional Investors and" omitted by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014.
2 Substituted for "Foreign Institutional Investor" by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014.
3 Words “his spouse, parents, brothers, sisters or children” omitted by the SEBI (Central Database of Market Participants) (Amendment) Regulations, 2004, vide S.O. No. 854(E) dated 21-7-2004.
4 Words “or by the persons mentioned in sub-clause (i)” omitted by the SEBI (Central Database of Market Participants) (Amendment) Regulations, 2004, vide S.O. No. 854(E) dated 21-72004.
5 Words “or any of the persons mentioned in sub-clause (i)” omitted by the SEBI (Central Database of Market Participants) (Amendment) Regulations, 2004, vide S.O. No. 854(E) dated 21-7-2004.
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(iii) any company in which a company specified in subclause (ii) above, holds more than 50% of the equity share capital;
1[(iv) any firm in which his holding is more than 50%;]
(B) where such person is a body corporate,
(i) a subsidiary or holding company of that body corporate;
(ii) any company in which the said body corporate holds 26% or more of the equity share capital;
(iii) any company which holds 26% or more of the equity share capital of the said body corporate;
(iv) any company in which a group of persons holds 26% or more of the equity share capital and that group of persons also holds 26% or more of the equity share capital in such body corporate;
(v)any other body corporate under the same management as the said body corporate within the meaning of sub-section (1B) of section 370 of the Companies Act, 1956;
Explanation I.—A Financial Institution, Scheduled Commercial Bank, 2[Foreign portfolio Investor] or Mutual fund shall not be deemed to be a promoter merely by virtue of its shareholding.
Explanation II.—A Financial Institution, Scheduled Commercial Bank or 3[Foreign portfolio Investor] shall be deemed to be a promoter of its subsidiary and of the mutual funds sponsored by it.
(o) ‘recognised stock exchange’ means a stock exchange which has been granted recognition under section 4 of the Securities Contracts (Regulation) Act, 1956;
(p) ‘relative’ in relation to a natural person means his spouse, dependant children and dependent parents;
(q) ‘related persons’ means the persons specified in clause (b) of sub-regulation (1) of regulation 4 in respect of an intermediary or other entity and persons specified in clause (b) of regulation 5 in respect of a listed company or a company intending to get its securities listed;
1 Substituted, by the SEBI (Central Database of Market Participants) (Amendment) Regulations, 2004, vide S.O. No. 854(E) dated 21-7-2004. Prior to its substitution, item (iv) read as under:- “(iv) any firm in which the aggregate of his holding and the holdings of the persons mentioned in sub-clause (i) is more”.
2 Substituted for "Foreign Institutional Investor" by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014.
3 Substituted for "Foreign Institutional Investor" by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014.
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(r) ‘Schedule’ means a Schedule annexed to these regulations;
(s) ‘securities’ means securities as defined in clause (h) of the Securities Contracts (Regulation) Act, 1956;
(t) ‘self-regulatory organization’ means an organization of intermediaries which is representing a particular segment of the securities market and formed as a company duly recognized with the Board and excludes a stock exchange;
(u) ‘specified intermediaries’ mean such intermediaries or other entities as may be specified by the Board in the notification published in the official gazette pursuant to sub-regulation (1) of regulation 4;
(v) ‘specified investors’ mean such investors as may be specified by the Board in the notification published in the official gazette pursuant to 1[sub-regulations (1), (2) or
(3) of regulation 6];
(w) ‘specified listed company’ means such companies as may be specified by the board in the notification published in the official gazette pursuant to regulation 5; and
(x) unique identification number means the identification number generated in the Central Database for and allotted to each applicant under these regulations.
(2)(a) Words and expressions used and not defined in these regulations shall have the meanings, if any, respectively assigned to them under the Act.
(b) Words and expressions used and not defined either in these regulations or the Act, shall have the meanings, if any, respectively assigned to them in the Securities Contracts (Regulation) Act, 1956 or any statutory modification or re-enactment thereof.
(c) Words and expressions used and not defined either in these regulations, or in the Act or in the Securities Contracts (Regulation) Act, 1956 shall have the meanings, if any, respectively assigned to them under the Companies Act, 1956, or any statutory modification or re-enactment thereof.
Chapter II REQUIREMENT OF OBTAINING UNIQUE IDENTIFICATION NUMBERS Unique Identification Numbers for market participants
3. Every specified intermediary, other entity, specified listed company and specified investor shall make application for allotment of unique identification numbers for itself and for its related persons in accordance with these regulations.
1 Substituted for “sub-regulation (1) of regulation 6” by the SEBI (Central Database of Market Participants) (Amendment) Regulations, 2004, vide S.O. No. 854(E) dated 21-7-2004.
Page 6 of 13 Specified intermediary and other entity to obtain unique identification numbers