Section 2 in Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020
2. Definitions.
(1)In these regulations, unless the context otherwise requires, -(a)"Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992);(b)"body corporate" shall have the meaning assigned to it under sub-section (11) of Section 2 of the Companies Act, 2013 (18 of 2013) as amended from time to time;(c)"certificate" means a certificate of registration issued by the Board;(d)"change of status or constitution" in relation to a portfolio manager?(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 230 of the Companies Act, 2013 (18 of 2013) or the corresponding provision of any other law for the time being in force; and(b)any change in control over the body corporate;(e)"change in control", in relation to a portfolio manager being a body corporate, shall be construed with reference to : -(i)the definition of control in terms of Regulation 2(1)(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended from time to time, if its shares are listed on any recognized stock exchange;(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,(A)an interest, whether direct or indirect, to the extent of at least fifty-one percent of voting rights in the body corporate;(B)right to appoint majority of the directors or to control the management directly or indirectly.(f)"chartered accountant" means a chartered accountant as defined in clause (b) of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act;(g)"discretionary portfolio manager" means a portfolio manager who under a contract relating to portfolio management, exercises or may exercise, any degree of discretion as to the investment of funds or management of the portfolio of securities of the client, as the case may be;(h)"eligible fund manager" shall have the same meaning as assigned to it in sub-section (4) of Section 9A of the Income-tax Act, 1961;(i)"eligible investment fund" shall have the same meaning as assigned to it in sub-section (3) of Section 9A of the Income-tax Act, 1961;(j)"form" means a form specified in Schedule I;(k)"goods" means the goods notified by the Central Government under clause (bc) of section 2 of the Securities Contracts (Regulation) Act, 1956 and forming the underlying of any commodity derivative;(l)"inspecting authority" means one or more persons appointed by the Board to exercise powers conferred under Chapter V;(m)"NISM" means the National Institute of Securities Market established by the Board;(n)"portfolio" means the total holdings of securities and goods belonging to any person;(o)"portfolio manager" means a body corporate, which pursuant to a contract with a client, advises or directs or undertakes on behalf of the client (whether as a discretionary portfolio manager or otherwise) the management or administration of a portfolio of securities or goods or funds of the client, as the case may be:Provided that the Portfolio Manager may deal in goods received in delivery against physical settlement of commodity derivatives.(p)"principal officer" means an employee of the portfolio manager who has been designated as such by the portfolio manager and is responsible for: -(i)the decisions made by the portfolio manager for the management or administration of portfolio of securities or the funds of the client, as the case may be; and(ii)all other operations of the portfolio manager.(q)"securities lending" means securities lending as per the Securities Lending Scheme, 1997 specified by the Board.(2)Words and expressions used and not defined in these regulations but defined in the Act shall have the meanings respectively assigned to them in the Act.
