THE GAZETTE OF INDIA
PART – III – SECTION 4
PUBLISHED BY AUTHORITY
NEW DELHI, MAY 26, 2008
SECURITIES AND EXCHANGE BOARD OF INDIA
Mumbai, the 26th May, 2008
SECURITIES AND EXCHANGE BOARD OF INDIA (INTERMEDIARIES) REGULATIONS, 2008
No LAD-NRO/GN/2008/11/126538 In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) the Board hereby makes the following regulations, namely: –
Short title and commencement.
1.(1) These regulations may be called the Securities and Exchange Board of India (Intermediaries) Regulations, 2008.
(2) They shall come into force in relation to different classes of intermediaries on such dates as the Board may by notification in the Official Gazette appoint:
Provided that the provisions of Chapters V and VI of these regulations shall come into force on the date of publication of these regulations in the Official Gazette.
2. (1) In these regulations, unless the context otherwise requires: –
(a)“Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(b)associate” means any person controlled, directly or indirectly, by the intermediary, or any person who controls, directly or indirectly, the intermediary, or any entity or person under common control with such intermediary, and where such intermediary is a natural person will include any relative of such intermediary and where such intermediary is a body corporate will include its group companies (as defined in the Monopolies and Restrictive Trade Practices Act, 1969 (Act No. 54 of 1969) or any reenactment thereof) or companies under the same management;
(c)“certificate” means a certificate of registration granted to an intermediary by the Board under the relevant regulations;
(d)“change of status or constitution”, in relation to an intermediary includes-
(i) 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 or any agreement or arrangement which would have the effect of such corporate restructuring;
(ii)any change in control of the intermediary;
(iii)any change in the legal status of the intermediary;
(e)“control”, in relation to an intermediary shall include the power to, directly or indirectly, control the management or policy decisions of such intermediary by person or persons acting individually or in concert;
(f) “Form” means a Form in Schedule I;
(g)“intermediary” means a person mentioned in clauses (b) and (ba) of sub-section (2) of section 11 and sub-section (1) and (1A) of section 12 of the Act and includes an asset management company in relation to the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, a clearing member of a clearing corporation or clearing house and a trading member of a derivative segment of a stock exchange but does not include foreign institutional investor, foreign venture capital investor, mutual fund, collective investment scheme and venture capital fund;
(h)“inspecting authority” means one or more persons appointed by the Board to undertake inspection of the books, accounts, records and documents of an intermediary in terms of sub-res-
(i)proprietor, in the case of a proprietary concern;
(ii) any partner, in the case of a partnership firm;
(iii) whole time/executive director/managing director, in the case of a body corporate;
(iv) trustee, in the case of a trust;
(v) any key employee; and
(vi) any person designated as a principal officer under the relevant regulations;
(j) “relevant regulations” means any regulations made by the Board applicable to a class of intermediaries;
(k)“securities laws” means the Act, the Securities Contract (Regulations) Act 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996), and the rules and regulations made thereunder;
(l) “schedule” means a schedule annexed to these regulations;
(m) “self regulatory organization” means an organization of a class of intermediaries duly recognised by or registered with the Board and includes a stock exchange.
(2) Words and expressions used and not defined in these regulations shall have the meaning assigned thereto under the Act; or the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the Companies Act, 1956 (1 of 1956) or the Depositories Act, 1996 (22 of 1996) or under the rules or regulations made thereunder.
REGISTRATION OF INTERMEDIARIES Application for grant of certificate.
3. (1) On and from the commencement of these regulations, an application, for grant of a certificate to act as an intermediary, shall be made to the Board in Form A of Schedule I with such additional information as required to be provided under the relevant regulations, and the application fee, as specified in the relevant regulations:
Provided that the applicant seeking registration to act as a stock broker or sub-broker or a trading member or a clearing member or a depository participant shall make the application along with such additional information through the stock exchange