SEBI (Change in Control in Intermediaries) Amendment
SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) (CHANGE IN CONTROL IN INTERMEDIARIES) (AMENDMENT) REGULATIONS, 2023
No. SEBI/LAD-NRO/GN/2023/115.—In exercise of the powers conferred by section 30 read with clauses (b) and (ba) of sub-section (2) of section 11, section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) and section 25 of the Depositories Act, 1996 (22 of 1996), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992, Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, Securities and Exchange Board of India (Custodian) Regulations, 1996, Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999, Securities and Exchange Board of India {KYC (Know Your Client) Registration Agency} Regulations, 2011, Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, Securities and Exchange Board of India (Investment Advisers) Regulations, 2013, Securities and Exchange Board of India (Research Analysts) Regulations, 2014, Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020 and Securities and Exchange Board of India (Vault Managers) Regulations, 2021, namely, –
- These regulations may be called the Securities and Exchange Board of India (Change in Control in Intermediaries) (Amendment) Regulations, 2023.
- They shall come into force on the date of their publication in the Official Gazette.
Amendment to the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992. - In the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992, the clause (ac) in sub regulation (1) of regulation 2, shall be substituted as under, namely,-
““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) if its shares are not listed on any recognised stock exchange, shall be construed with reference to the definition of control as provided in sub-section (27) of Section 2 of the Companies Act, 2013 (18 of 2013);
(ii) in a case other than that of a body corporate, shall be construed as any change in its legal formation or ownership or change in controlling interest.
Explanation – For the purpose of sub-clause (ii), the expression “controlling interest” means an interest, direct or indirect, to the extent of not less than fifty percent of voting rights or interest;”
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