(1) In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly,–
(a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(b) "Board" means the Securities and Exchange Board of India established under section 3 of the Act;
(c) “body corporate” shall have the meaning assigned to it in or under sub-section
(7)of section 2 of the Companies Act, 1956 (1 of 1956);
(d) “certificate” means a certificate of registration granted under these regulations;
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(e) “change in control” in relation to a company or a body corporate, means:
(i) if its shares are listed on any recognized stock exchange, change in control within the meaning of 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;
(ii) in any other case, change in the controlling interest or change in legal form.
Explanation.─ For the purpose of sub-clause (ii), the expression “controlling interest” means an interest, whether direct or indirect, to the extent of more than fifty percent of voting rights or interest;
(f) “company” means a company incorporated under the Companies Act, 1956;
(g) “consideration” means any form of economic benefit including non-cash benefit, received or receivable for providing investment advice;
(h) “financial planning” shall include analysis of clients’ current financial situation, identification of their financial goals, and developing and recommending financial strategies to realise such goals;
(i) “firm” means a partnership firm registered under Indian Partnership Act, 1932 (9 of 1932);
(j) “form” means any of the forms set out in the First Schedule;
(k) “inspecting authority” means any one or more persons appointed by the Board to exercise powers conferred under regulation 23;
(l) “investment advice” means advice relating to investing in, purchasing, selling or otherwise dealing in securities or investment products, and advice on investment portfolio containing securities or investment products, whether written, oral or through any other means of communication for the benefit of the clientand shall include financial planning:
Provided that investment advice given through newspaper, magazines, any electronic or broadcasting or telecommunications medium, which is widely available to the public shall not be considered as investment advice for the purpose of these regulations;
(m) “investment adviser” means any person, who for consideration, is engaged in the business of providing investment advice to clients or other persons or group of persons and includes any person who holds out himself as an investment adviser, by whatever name called;
(n) “limited liability partnership” means a partnership formed and registered under The Limited Liability Partnership Act, 2008(6 of 2009);
(o) “NBFC” means a Non-Banking Financial Company regulated by Reserve Bank of India;
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(p) “NISM” means the National Institute of Securities Market established by the Board;
(q) “partner” means partner of the firm or a limited liability partnership who renders investment advice on behalf of the firm or limited liability partnership;
(r) “representative” means an employee or an agent of an investment adviser who renders investment advice on behalf of that investment adviser.
(2) The words and expressions used and not defined in these regulations but defined in the Act, the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Companies Act, 1956 (1 of 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.
CHAPTER II REGISTRATION OF INVESTMENT ADVISERS Application for grant of certificate.