Section 2(1) in The Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012
(1)In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly,-(a)"Act" means the Securities Contracts (Regulation) Act, 1956 (42 of 1956);(b)"associate" in relation to a person shall include another person:(i)who, directly or indirectly, by himself, or in combination with other persons, exercises control over the first person;(ii)who holds [more than] [Inserted by Notification No. SEBI/LAD/NRO/GN/2015-16/029, dated 11.1.2016 (w.e.f. 20.6.2012).] fifteen per cent. [***] [Omitted 'or more' by Notification No. SEBI/LAD/NRO/GN/2015-16/029, dated 11.1.2016 (w.e.f. 20.6.2012).] shares in the paid up equity capital of the first person;(iii)[***] [Omitted by Notification No. SEBI/LAD/NRO/GN/2015-16/029, dated 11.1.2016 (w.e.f. 20.6.2012).](iv)who is a holding company or a subsidiary company of the first person [***] [Omitted 'or a company under the same management as of the first person' by Notification No. SEBI/LAD/NRO/GN/2015-16/029, dated 11.1.2016 (w.e.f. 20.6.2012).];(v)who is a relative of the first person;(vi)who is a member of a Hindu Undivided Family wherein the first person is also a member;(vii)[ such other cases where the Board is of the view that a person shall be considered as an associate based on the facts and factors including the extent of control, independence, conflict of interest;] [Inserted by Notification No. SEBI/LAD/NRO/GN/2015-16/029, dated 11.1.2016 (w.e.f. 20.6.2012).](c)"Board" means the Securities and Exchange Board of India established under the provisions of section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992);(d)"clearing corporation" means an entity that is established to undertake the activity of clearing and settlement of trades in securities or other instruments or products that are dealt with or traded on a recognized stock exchange and includes a clearing house;(e)[ "clearing member" shall mean a clearing member as defined in clause (ae) of sub-regulation (1) of Regulation 2 of the Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations, 1992;] [Substituted by Notification No. SEBI/LAD-NRO/GN/2015-16/016, dated 8.9.2015 (w.e.f. 20.6.2012).](f)"company" shall mean a company as defined in section 3 of the Companies Act, 1956 (1 of 1956);(fa)[ [***] [Inserted by Notification No. SEBI/LAD-NRO/GN/2015-16/016, dated 8.9.2015 (w.e.f. 20.6.2012).]](g)"control" shall have the same meaning as assigned to it under clause (e) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 or any modification thereof;(h)"governing board" means the board of directors of a recognised stock exchange or a recognised clearing corporation;(i)"key management personnel" means a person serving as head of any department or in such senior executive position that stands higher in hierarchy to the head(s) of department(s) in the recognised stock exchange or the recognised clearing corporation or in any other position as declared so by such stock exchange or clearing corporation;(ia)[ [***] [Inserted by Notification No. SEBI/LAD-NRO/GN/2015-16/016, dated 8.9.2015 (w.e.f. 20.6.2012).]](j)[ "netting" means the determination by Clearing Corporation of net payment or delivery obligations of the clearing members of a recognised clearing corporation by setting off or adjustment of the inter se obligations or claims arising out of buying and selling of securities including the claims and obligations arising out of the termination by the Clearing Corporation or Stock Exchange, in such circumstances as the Clearing Corporation may specify in bye-laws, of the transactions admitted for settlement at a future date, so that only a net claim be demanded, or a net obligation be owed.] [Substituted by Notification No. LAD-NRO/GN/2013-2014/21/6463, dated 2.9.2013 (w.e.f. 20.6.2012).](k)"novation" means the act of a clearing corporation interposing itself between both parties of every trade, being the legal counterparty to both;(l)"persons acting in concert" in the context of acquisition or holding of shares or voting rights or control shall mutatis mutandis have the same meaning as assigned to it in clause (q) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 or any modification thereof;(m)"public" includes any member or section of the public but does not include any trading member or clearing member or their associates and agents:Provided that a public sector bank, public financial institution, an insurance company, mutual fund and alternative investment fund in public sector, that has associate(s) as trading members or clearing members, shall be deemed as public for the purposes of these regulations;(n)"public interest director" means an independent director, representing the interests of investors in securities market and who is not having any association, directly or indirectly, which in the opinion of the Board, is in conflict with his role;(o)"recognised clearing corporation" means a clearing corporation which is recognised by the Board under section 4 read with section 8A of the Act;(oa)[ [***] [Inserted by Notification No. SEBI/LAD-NRO/GN/2015-16/016, dated 8.9.2015 (w.e.f. 20.6.2012).]](p)"regulatory department" means a department of a recognised stock exchange or a recognised clearing corporation which is entrusted with regulatory powers and duties and includes such department as may be specified by the Board;(q)"rules" means the Securities Contracts (Regulations) Rules, 1957;(r)"shareholder director" means a director who represents the interest of shareholders, and elected or nominated by such shareholders who are not trading members or clearing members, as the case may be, or their associates and agents;(s)"trading member" means a person having trading rights in any recognised stock exchange and includes a stock broker.
