Section 2 in Securities And Exchange Board Of India (Merchant Bankers) Regulations, 1992
2. Definitions.-
In these regulations, unless the context otherwise requires,-(a)[ "Act" means the Securities and Exchange Board of India, 1992 (15 of 1992);[Substituted by S.O. 1448(E), dated 7.9.2006](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 registration issued by the Board;(ac)"change of status or constitution" in relation to a merchant banker-(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;(ad)"change in control", in relation to a merchant banker 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 1;(c)"inspecting authority" means one or more persons appointed by the Board to exercise power conferred unde Chapter IV;(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 its or his 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 through a merchant banker; [Substituted by S.O. 1448(E), dated 7.9.2006](cb)"merchant banker" means any person who is engaged in the business of issue management either by making arrangements regarding selling, buying or subscribing. to securities or acting as manager, consultant, adviser or rendering corporate advisory service in relation to such issue management.](d)"principal officer means(i)proprietor, in the case of a proprietary concern;(ii)partner in the case of a partnership firm;(iii)director in the case of a body corporate who is responsible for the activities of the merchant banker;(e)[* * * * *] [Omitted by S.O. 1448(E), dated 7.9.2006](f)words and expressions used and not defined in these regulations but defined in the Act [* * * * *] [Omitted by S.O. 1448(E), dated 7.9.2006] shall have the meanings respectively assigned to them in the Act [* * * * *] [Omitted by S.O. 1448(E), dated 7.9.2006].[2-A. Notwithstanding anything contained in this regulation, with effect from 9th December, 1997:(i)an application under sub-regulation (2) can be made only for carrying on the activities mentioned in clause (a) therein, and(ii)and applicant can carry on the activity as underwriter only, if he obtains separate certificate of registration under the provisions of Securities and Exchange Board of India (Underwriters) Regulations 1993, and(iii)an applicant can carry on the activity as portfolio manager only if he obtains separate certificate of registration under the provisions of Securities and Exchange Board of India (Portfolio Manager) Regulations, 1993].
