Stock Exchanges and Clearing Corporations (Amendment)

SECURITIES CONTRACTS (REGULATION) (STOCK EXCHANGES AND CLEARING CORPORATIONS) (AMENDMENT) REGULATIONS, 2023

No. SEBI/LAD-NRO/GN/2023/124.—In exercise of the powers conferred by sections 4, 8A and 31of the Securities Contracts (Regulation) Act, 1956, read with sections 11 and 30 of the Securities and Exchange Board of India Act, 1992, the Board hereby makes the following regulations to further amend the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, namely:—

1. These Regulations may be called the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2023.
   
2. They shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette.
   
3. In the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018,—
   
   I. in regulation 2, in sub-regulation (1),
   
   i. Clause (j) shall be substituted with the following, namely,-
   
   “(j) “key management personnel” shall include:
   i. any person appointed as the managing director or executive director; or
   ii. a person serving as the head of a department or vertical and directly reporting to the managing director or to the directors on the governing board of the recognised stock exchange or recognised clearing corporation; or
   iii. a person serving as the head of a core function as specified under Part–C of Schedule–II of these regulations.; or
   iv. a person who stands higher in hierarchy to the head of any department(s) handling core function(s) in the recognised stock exchange or recognised clearing corporation; or
   v. reporting officials of key management personnel; or
   vi. any person defined as a “key managerial personnel” under the Companies Act, 2013; or
   vii. any other person who is a key decision making authority at the level of the recognised stock exchange or recognised clearing corporation or its direct or indirect material subsidiaries, as identified by the managing director or its Nomination and Remuneration Committee:
   Provided that in the case of a subsidiary of a recognised stock exchange or a recognised clearing corporation that is regulated by a financial sector regulator; the norms specified by such a regulator may be considered for determining as to whether the person at the subsidiary is designated as a key management personnel;”
   
   ii. after clause (k) and before clause (l), the following clause shall be inserted, namely,-
   “(ka) “non-independent director” means a director elected or nominated by the shareholders who are neither trading members nor clearing members, as the case may be, or their associates and agents;”
   
   iii. clause (t) shall be omitted.

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