THE GAZETTE OF INDIA EXTRAORDINARY
PART III – SECTION 4
PUBLISHED BY AUTHORITY
THE 14TH DAY OF JULY 1994
SECURITIES AND EXCHANGE BOARD OF INDIA (BANKERS TO AN ISSUE)
No. LE/7/94.- In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board with the previous approval of the Central Government, hereby makes the following regulations, namely :—
Short title and commencement.
1. (1) These regulations may be called the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994.
(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) “banker to an issue” means a scheduled bank carrying on all or any of the following activities, namely :—
(i) acceptance of application and application monies;
(ii) acceptance of allotment or call monies;
(iii) refund of application monies;
(iv) payment of dividend or interest warrants;
(ab) “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);
(ac) “certificate” means a certificate of registration issued by the Board; (ad) “change of status or constitution” in relation to a banker to an issue—
(i) means any change in its status or constitution of whatsoever nature; and
(ii) without prejudice to generality of sub-clause (i), includes—
(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;
(ae) “change in control”, in relation to a banker to an issue 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 persons appointed by the Reserve Bank of India to exercise powers conferred under Chapter IV;
3[(ca) “issue” means an offer of sale or purchase of securities by any body corporate or by any other person or group of persons on his or its or their behalf, as the case may be, to or from the public, or the holders of securities of such body corporate or person or group of persons;]
(d) “Reserve Bank” means the Reserve Bank of India established under section 3 of the Reserve Bank of India Act, 1934;
4[(e) “scheduled bank” means a bank included in the Second Schedule of the Reserve Bank of India Act, 1934 (2 of 1934);]
(f) words and expressions used and not defined in these regulations but defined in the Act 5[***] shall have the meanings respectively assigned to them in the Act 6[***].
REGISTRATION OF BANKERS TO AN ISSUE
Application for grant of certificate.
3. (1) An application by scheduled bank for grant of a certificate as banker to an issue shall be made to the Board in Form A.