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Securities and Exchange Board of India (Change in Conditions of Registration of Certain Intermediaries)(Amendment) Regulations, 2011

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SEBI (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011 – Amendment in SEBI (Stock Brokers and Sub-brokers)/(Merchant Bankers)/(Registrars to an Issue and Share Transfer Agents)/(Underwriters)/(Debenture Trustees)/(Bankers to an Issue)/(Depositories and Participants) and (Credit Rating Agencies) Regulations

NOTIFICATION NO. LAD/NRO/GN/2011-12/03/12650, DATED 13-4-2011

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 :—

1. These Regulations may be called the Securities and Exchange Board of India (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011.

2. They shall come into force on the date of their publication in the Official Gazette.

3. In the Securities and Exchange Board of India (Stock Brokers and Sub-brokers) Regulations, 1992 —

(i) in regulation 2,—

(a) clause (ab) shall be omitted;

(b) clause (ac) shall be substituted with the following, namely:—

“(ac) “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 per cent 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.”

(ii) in regulation 6A, in sub-regulation (I), in clause (c), the words “to change his status or constitution” shall be substituted with the words “change in control”;

(iii) in regulation 12A,—

(a) in sub-regulation (1), clause (b) shall be omitted;

(b) sub-regulation (2) shall be substituted as follows, namely :—

“(2) Notwithstanding repeal of clause (b) of sub-regulation (1), the sub-broker shall obtain a fresh registration under section 12 of the Act in a case where it is applicable.”

(iv) after regulation 16D, the following regulation shall be inserted, namely:—

“16DA. Conditions of registration.

The provisions of regulation 6A shall be applicable mutatis mutandis to any registration granted by the Board under regulation 16D.”

(v) after regulation 16M, the following regulation shall be inserted, namely:—

“16MA. Conditions of registration.

The provisions of regulation 6A shall be applicable mutatis mutandis to any registration granted by the Board under regulation 16M.”

(vi) in regulation 26, sub-regulation (xvii) shall be substituted with the following, namely:—

“(xvii) Failure to obtain prior approval of the Board in case of change in control of the stock broker.”

4. In the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 —

(i) in regulation 2, clause (ac) shall be omitted;

(ii) in regulation 9A, in sub-regulation (1), in clause (a), the words “to change its status or constitution” shall be substituted with “change in control”;

5. In the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993—

(i) in regulation 2,—

(a) clause (bb) shall be omitted;

(b) clause (bc) shall be substituted with the following, namely :—

“(be) “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 per cent 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.

(ii) in regulation 9A, in sub-regulation (1), in clause (a), the words “to change its status or constitution” shall be substituted with “change in control”;

6. In the Securities and Exchange Board of India (Underwriters) Regulations, 1993—

(i) in regulation 2,—

(a) clause (ac) shall be omitted;

(b) clause (ad) shall be substituted with the following, namely :—

“(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 per cent 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.”

(ii) in regulation 9A, in sub-regulation (1), in clause (a), the words “to change its status or constitution” shall be substituted with “change in control”.

7. In the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 —

(i) in regulation 2, clause (ad) shall be omitted;

(ii) in regulation 9A, in sub-regulation (1), in clause (a), the words “to change its status or constitution” shall be substituted with “change in control”.

8. In the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994—

(i) in regulation 2, clause (ad) shall be omitted;

(ii) in regulation 8A, in sub-regulation (1), in clause (a), the words “to change its status or constitution” shall be substituted with “change in control”.

9. In the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996—

(i) in regulation 2, in sub-regulation (1), after clause (a), the following new clause shall be inserted, namely:—

“(aa) “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 per cent 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.”

(ii) in regulation 20, in sub-regulation (2), after clause (c), the following new clause shall be inserted, namely:—

“(ca) where the participant proposes change in control, it shall obtain prior approval of the Board for continuing to act as such after the change;”

10. In the Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999—

(i) in regulation 2, in sub-regulation (1), clause (ei) shall be omitted;

(ii) in regulation 9, in sub-regulation (1), in clause (c), the words “to change its status or constitution” shall be substituted with “change in control”.

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