Section 2 in Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993
2. Definitions.
- In these regulations, unless the context otherwise requires,-(a)[ "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992);] [Inserted by S.O. 1452(E), dated 7.9.2006](aa)"activity" means activities which a registrar to an issue or a share transfer agent may carry under [clauses (f) and (g) of regulation 2] [Substituted by S.O. 1452(E), dated 7.9.2006];(b)[ "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);[Substituted by S.O. 1452(E), dated 7.9.2006](ba)"certificate" means a certificate of registration granted or renewed by the Board under these regulations;(bb)"change of status or constitution" in relation to a registrar to an issue or a share transfer agent means any change in its status or constitution of whatsoever nature and includes -(i)in case of a body corporate -(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;(ii)any change between the following legal forms - individual, partnership firm, Hindu undivided family, private company, public company, unlimited company or statutory corporation and other similar changes;(iii)in case of a partnership firm any change in partners not amounting to dissolution of the firm;(bc)"change in control", in relation to a registrar to an issue or a share transfer agent 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 percent, of voting rights in the body corporate;](c)"form" means a form specified in Schedule I;(d)"inspecting authority" means one or more persons appointed by the Board to exercise powers conferred under Chapter IV;[(da) "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;] [Inserted by S.O. 1452(E), dated 7.9.2006](e)"principal officer" means -(i)in relation to a proprietary concern, the proprietor himself;(ii)in relation to a firm or an association of persons or any body of individuals or a body corporate, a secretary, treasurer, partner, manager or director of the firm, association, body corporate; or(iii)any person connected with the management or administration of the firm, association or body or the body corporate upon whom the Board has served a notice of its intention of treating him as the principal officer thereof.(f)[ "registrar to an issue" means the person appointed by a body corporate or any person or group of persons to carry on the following activities on its or his or their behalf: [Inserted by S.O. 1452(E), dated 7.9.2006](i)collecting applications from investors in respect of an issue;(ii)keeping a proper record of applications and monies received from investors or paid to the seller of the securities; and(iii)assisting body corporate or person or group of persons in:(a)determining the basis of allotment of securities in consultation with stock exchange;(b)finalising list of persons entitled to allotment;(c)processing and dispatching allotment letters, refund orders or certificates and other related documents in respect of an issue;(g)"share transfer agent" means -(i)any person, who on behalf of any body corporate, maintains the records of holders of securities issued by such body corporate and deals with all matters connected with the transfer and redemption of its securities;(ii)a department or division, by whatever name called, of a body corporate performing the activities referred in sub-clause (i) if at any time the total number of the holders of its securities issued exceed one lakh;](ga)"stock exchange" means a stock exchange which is for the time being recognised by the Central Government or by the Board under section 4 of the Securities Contracts (Regulation) Act; 1956 (42 of 1956);(h)all other words and expressions used in these regulations but not defined, and defined in the Act and the rules shall have the same meanings respectively assigned to them in the Act [* * * *] [Omitted by S.O. 1452(E), dated 7.9.2006].
