(1) These regulations may be called the Securities and Exchange Board of India (Underwriters) Regulations, 1993.
(2) They shall come into force on the date of their publication in the Official Gazette.
Definitions.
2. In these regulations, unless the context otherwise requires— 1[(a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(aa) “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);
(ab) “certificate” means a certificate of 2[***] registration issued by the Board;
(ac) 3[***] 1 Inserted by the SEBI (Underwriters) (Amendment) Regulations, 2006, w.e.f. 7-9-2006.
2 The words “initial or permanent” 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.
Prior to this, the words “initial or permanent” were inserted by the SEBI (Underwriters) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.
3 Omitted by the SEBI(Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011, w.e.f. 19-4-2011. Prior to omission, it read as under:
Page 4 of 26 4[(ad) “(ad) “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[(ca) ‘issue’ means an offer of sale 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 the public, or, the holders of securities of such body corporate or person or group of persons;]
“change of status or constitution” in relation to an underwriter 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 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;
4 Substituted by the SEBI(Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011, w.e.f. 19-4-2011. Prior to substitution, it read as under:
“change in control”, in relation to an underwriter 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 per cent of voting rights in the body corporate;]
(b) “form” means a form specified in Schedule I;
(c) “inspecting authority” means one or more person appointed by the Board to exercise powers conferred under Chapter IV;
5 Inserted by the SEBI (Underwriters) (Amendment) Regulations, 2006, w.e.f. 7-9-2006.
Page 5 of 26
(d) “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 or body corporate;
(iii) any person connected with the management or administration of the firm, association or the body corporate upon whom the Board has served a notice of its intention of treating him as the principal officer thereof;
(e) “regulations” means the Securities and Exchange Board of India (Underwriters) Regulations, 1993;
6[(f) “underwriter” means a person who engages in the business of underwriting of an issue of securities of a body corporate;
(fa) “underwriting” means an agreement with or without conditions to subscribe to the securities of a body corporate when the existing shareholders of such body corporate or the public do not subscribe to the securities offered to them;]
(g) all other words and expressions used in these regulations but not defined, and defined in the Act 7[***] shall have the same meanings respectively assigned to them in the Act 8[***].
CHAPTER II REGISTRATION OF UNDERWRITERS 9[Registration as underwriter.