(Central Database of Market Participants) Regulations,
2003
F. No. SEBI/LE/26/2003
- In exercise of
the powers conferred by section 30 read with sections 11, 11A, 12 and 19 of
the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board
hereby makes the following Regulations, namely :�
Chapter I
PRELIMINARY
Short Title and
Commencement.
1. (1) These Regulations may be
called Securities and Exchange Board of India (Central Database of Market
Participants) Regulations, 2003.
(2) These Regulations
shall come into force on such date as may be specified by the Board:
Provided that different dates may be
specified for different provisions of these regulations and any reference in
any such provision to the commencement of these regulations shall be
construed as a reference to the commencement of that provision.
Definitions.
2. (1) In the Regulations, unless
the context otherwise requires :�
(a) �Act� means the Securities and Exchange Board
of India Act, 1992;
(b)
�associate� in relation to an intermediary or a listed company means a person
:
(i) who, directly or
indirectly, by himself or in combination with his relatives exercises control
over the intermediary or listed company or has a holding of not less than 15%
in the paid up equity capital of the intermediary or the listed company;
(ii)
in respect of whom the intermediary or listed company directly or indirectly
exercises control;
(iii)
whose director or partner is also a director or
partner of the intermediary or listed company.
Explanation.�For the purposes of this clause�
(i) �control� means
control as defined in clause (c) of sub-regulation (1) of regulation 2
of the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997;
(ii)
�director� does not include a nominee director;
(iii)
�person� means a natural person, a company
registered under the Companies Act, 1956, a body corporate, a partnership
concern, a trust or society registered under the Societies Registration Act,
1860 or any other legal entity.
(c) �Board� means the Securities and Exchange Board
of India established under section 3 of the Act;
(d)
�Central Database� means the electronic representation and storage of
information that may be created and maintained by a Designated Service
Provider in respect of the persons who have been allotted unique
identification numbers under these regulations;
(e)
�Central Listing Authority� means the Central Listing Authority established
under regulation 3 of the Securities and Exchange Board of India (Central
Listing Authority) Regulations, 2003;
(f)
�Designed employee� in relation to a listed company or a company which
intends to get its securities listed means a designated employee within the
meaning of the Explanation to clause 1.2 of Part A of Schedule I to the
Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992;
(g)
�Designated Service Provider� means a person so designated by the Board to
create and maintain the Central Database on such terms and conditions as may
be agreed to between him and the Board and to perform such other functions
under these regulations as may be delegated to him by the Board;
(h)
�intermediary� means any person who is registered with the Board under
section 12 of the Act, but does not include Foreign Institutional Investors
and Foreign Venture Capital Investors;
(i) �investor� means an investor in securities and
includes a Foreign Institutional Investor and a Foreign Venture Capital
Investor;
(j)
�listed company� means a company whose securities are listed on a recognised
stock exchange and includes a public company which intends to get its
securities listed on a recognized stock exchange;
(l)
�market participants� means intermediaries, other entities, investors, listed
companies and companies which intend to get their securities listed;
(m)
�other entity� means any recognised stock exchange, clearing corporation,
approved intermediary under the Securities Lending Scheme, 1997, investor
associations and includes any other person granted recognition by the Board,
any person required to obtain any license or approval from any
self-regulatory organization and any other person associated with the
securities market in any manner as may be notified by the Board in the
official gazette;
(n)
�promoter� means�
(1) any person or persons who are directly or indirectly
in control of the company; or
(2)
any person or persons named as �promoters� in the offer document or in the
shareholding pattern disclosed by the Company under provisions of the Listing
Agreement, whichever is later;
(ii)
any company in which 26% or more of the equity share capital is held by
him 2[***]
or any firm or Hindu Undivided Family in which he 3[***]
is a partner or member;
(iii)
any company in which a company specified in sub-clause (ii) above,
holds more than 50% of the equity share capital;
4[(iv) any firm in which
his holding is more than 50%;]
(B) where such person is a body corporate,
(i) a subsidiary or holding
company of that body corporate;
(ii)
any company in which the said body corporate holds 26% or more of the equity
share capital;
(iii)
any company which holds 26% or more of the equity share capital of the said
body corporate;
(iv)
any company in which a group of persons holds 26% or more of the equity share
capital and that group of persons also holds 26% or more of the equity share
capital in such body corporate;
(v)
any other body corporate under the same management as the said body corporate
within the meaning of sub-section (1B) of section 370 of the Companies Act,
1956;
Explanation I.�A Financial Institution, Scheduled Commercial Bank,
Foreign Institutional Investor or Mutual fund shall not be deemed to be a
promoter merely by virtue of its shareholding.
Explanation II.�A Financial Institution, Scheduled Commercial Bank or Foreign
Institutional Investor shall be deemed to be a promoter of its subsidiary and
of the mutual funds sponsored by it.
(o)
�recognised stock exchange� means a stock exchange which has been granted
recognition under section 4 of the Securities Contracts (Regulation) Act,
1956;
(p)
�relative� in relation to a natural person means his spouse, dependant
children and dependent parents;
(q)
�related persons� means the persons specified in clause (b) of
sub-regulation (1) of regulation 4 in respect of an intermediary or other
entity and persons specified in clause (b) of regulation 5 in respect
of a listed company or a company intending to get its securities listed;
(r)
�Schedule� means a Schedule annexed to these regulations;
(s)
�securities� means securities as defined in clause (h) of the
Securities Contracts (Regulation) Act, 1956;
(t)
�self-regulatory organization� means an organization of intermediaries which
is representing a particular segment of the securities market and formed as a
company duly recognized with the Board and excludes a stock exchange;
(u)
�specified intermediaries� mean such intermediaries or other entities as may
be specified by the Board in the notification published in the official
gazette pursuant to sub-regulation (1) of regulation 4;
(v)
�specified investors� mean such investors as may be specified by the Board in
the notification published in the official gazette pursuant to 5[sub-regulations
(1), (2) or (3) of regulation 6];
(w)
�specified listed company� means such companies as may be specified by the
board in the notification published in the official gazette pursuant to
regulation 5; and
(x)
unique identification number means the
identification number generated in the Central Database for and allotted to
each applicant under these regulations.
(2)(a)
Words and expressions used and not defined in these regulations shall have
the meanings, if any, respectively assigned to them under the Act.
(b) Words and
expressions used and not defined either in these regulations or the Act, shall have the meanings, if any, respectively
assigned to them in the Securities Contracts (Regulation) Act, 1956 or any
statutory modification or re-enactment thereof.
(c) Words and
expressions used and not defined either in these regulations, or in the Act
or in the Securities Contracts (Regulation) Act, 1956 shall have the
meanings, if any, respectively assigned to them under the Companies Act,
1956, or any statutory modification or re-enactment thereof.
1Words �his spouse, parents,
brothers, sisters or children� omitted by the SEBI (Central Database of
Market Participants) (Amendment) Regulations, 2004, vide S.O. No.
854(E) dated 21-7-2004. 2Words �or by
the persons mentioned in sub-clause (i)� omitted by
the SEBI (Central Database of Market Participants) (Amendment) Regulations,
2004, vide S.O. No. 854(E) dated 21-7-2004. 3Words �or any
of the persons mentioned in sub-clause (i)� omitted
by the SEBI (Central Database of Market Participants) (Amendment)
Regulations, 2004, vide S.O. No. 854(E) dated 21-7-2004. 4Substituted,
by the SEBI (Central Database of Market Participants) (Amendment)
Regulations, 2004, vide S.O. No. 854(E) dated 21-7-2004. Prior to its substitution, item (iv) read as under:-
�(iv) any firm in which the aggregate of his holding and the holdings of the
persons mentioned in sub-clause (i) is more�. 5Substituted
for �sub-regulation (1) of regulation 6� by the SEBI (Central Database of
Market Participants) (Amendment) Regulations, 2004, vide S.O. No.
854(E) dated 21-7-2004.
Chapter II
REQUIREMENT OF OBTAINING UNIQUE IDENTIFICATION NUMBERS
Unique Identification
Numbers for market participants
3. Every specified intermediary,
other entity, specified listed company and specified investor shall make
application for allotment of unique identification numbers for itself and for
its related persons in accordance with these regulations.
Specified intermediary
and other entity to obtain unique identification numbers
4. (1) On and from such date as may
be notified by the Board in the official gazette, no specified intermediary
or other entity shall act as such, unless�
(a) it has obtained a unique identification number
from the Designated Service Provider; and
(b)
the following related persons have been allotted unique identification
numbers by the Designated Service Provider :
(i) its principal officer
and personnel engaged in the operational activities of the intermediary for
which a certificate of registration is required or taken from the Board;
(ii)
its promoters, other than the Central or State Government or any statutory
authority;
(iii)
its directors, in case it is a body corporate;
(iv)
its partners, in case it is a partnership firm;
6[(v) in case of a stock
broker, any approved user of the terminals allotted to him by the stock
exchange, including terminals installed through Computer to Computer Link
(CTCL) connectivity or any other means of connectivity approved by the stock
exchange, which facilitates access to trading system of the exchange, except
his sub-broker;]
(vi)
the sponsors, trustees, asset management companies and asset managers, where
applicable;
7[(vi-a)the directors and
personnel engaged in the operational activities of asset management
companies; and]
10[Explanation.�For the purposes
of sub-clauses (i) and (vi-a), the
words �personnel engaged in the operational activities� shall mean the
employees comprising the top three tiers of management excluding the Board of
Directors engaged in the operational activities of the specified intermediary
and such other employees as may be identified by the intermediary:]
Provided that such person may continue to
act as an intermediary or other entity if it has made applications for
allotment of unique identification number under regulation 7 before the
notified date and where such application has been rejected by the Board, an
appeal has been filed and such appeal is pending for disposal.
(2) Every certificate of
registration issued to a specified intermediary by the Board after
commencement of these regulations shall be subject to the condition that
prior to commencement of its activities, the intermediary shall obtain a
unique identification number for itself and for the persons mentioned in
clause (b) of sub-regulation (1) in accordance with these regulations.
Specified listed
company to obtain unique identification number
5. On and from such date as may be
notified by the Board in the official gazette, no specified listed company or
a company which intends to get its securities listed shall issue any
securities which are proposed to be listed on a recognized stock exchange,
unless�
(a) it has obtained a unique identification number
from the Designated Service Provider; and
(b)
the following related persons have been allotted unique identification
numbers by the Designated Service Provider:
(i) its promoters, other
than the Central or State Government or any statutory authority;
(ii)
its directors and officers;
(iii)
its designated employees;
(iv)
its subsidiaries, its holding company and the holding company�s subsidiaries,
if any;
(v)
its associates and their directors; and
(vi)
relatives of the natural persons mentioned in sub-clauses (i) to (iii) and (v) above :
Provided that a specified listed company
may, make an issue of securities which are proposed to be listed in any
recognized stock exchange if it has made an application for allotment of
unique identification number before the notified date, till the disposal of
the application and where an appeal has been filed, till such appeal is
disposed of.
11[Power of the Board to extend time
in respect of related persons
5A.(1) Where the Board is
satisfied that it is necessary, in order to prevent genuine hardship, that
the time for obtaining unique identification numbers has to be extended
beyond the date notified under regulations 4 or 5, as the case may be, in
respect of any class of related persons of specified intermediaries or
specified listed companies, it may by notification in the Official Gazette,
specify a date within which such class of related persons ought to obtain
unique identification numbers.
(2) Where any person
belonging to such class of related persons does not obtain unique
identification number within the date notified under sub-regulation (1), the
prohibitions contained in sub-regulation (1) of regulation 4 or regulation 5, as
the case may be, shall apply to the concerned specified intermediary or
specified listed company.]
Specified investors to
obtain unique identification numbers
6. (1) On and from such date as may
be notified by the Board in the Official Gazette, no specified investor, not
being a body corporate, shall buy, sell or deal in any securities which are
listed on any recognized stock exchange or in units of a mutual fund or a
collective investment scheme or subscribe to securities which are proposed to
be listed in any recognized stock exchange or units of a mutual fund or a
collective investment scheme unless he has been allotted a unique
identification number.
(2) On and from such date
as may be notified by the Board in the Official Gazette, no specified
investor being a body corporate shall buy, sell or deal in any securities
which are listed on any recognized stock exchange or in units of a mutual
fund or a collective investment scheme or subscribe to securities which are
proposed to be listed in any recognized stock exchange or units of a mutual
fund or a collective investment scheme unless such specified investor, its
promoters and directors have been allotted unique identification numbers.
(3) On and from such date
as may be notified by the Board in the Official Gazette, no specified
investor, being a Foreign Institutional Investor, a sub-account or a Foreign
Venture Capital Investor shall buy, sell or deal in any securities which are
listed on any recognized stock exchange or in units of a mutual fund or a
collective investment scheme or subscribe to securities which are proposed to
be listed in any recognized stock exchange or units of a mutual fund or a
collective investment scheme unless it has been allotted a unique
identification number.
(4) No intermediary
shall, after such specified date, deal in or allot such securities on behalf
of or to a specified investor unless the investor has been allotted a unique
identification number.
(5) Nothing in this
regulation shall apply to any specified investor who has applied for
allotment of a unique identification number under regulation 9 before the
notified date, till the disposal of his application or, where he has filed an
appeal, till the disposal of the appeal, as the case may be.
Application by
specified intermediary or other entity
7. Every specified intermediary or
other entity shall make an application in accordance with 12[sub-regulation
(1) or sub-regulation (2), as the case may be, of regulation 12]to the
Designated Service Provider for allotment of unique identification numbers
for itself and for its related persons.
Application by
specified listed company
8. (1) Every specified listed
company shall make an application to the Designated Service Provider in
accordance with 13[sub-regulation
(1) or sub-regulation (2), as the case may be, of regulation 12]
for allotment of unique identification numbers for itself and for its
related persons.
(2) Every public company
specified in the notification issued under regulation 5 and which intends to
get its securities listed in a recognized stock exchange shall make an
application to the Designated Service Provider for allotment of unique
identification numbers for itself and for the related persons mentioned
in 14[clause
(b) of regulation 5]
simultaneously with the filing of the offer document with the Central Listing
Authority.
Application by
specified investor
9. Every specified investor shall
make an application to the Designated Service Provider in accordance
with 15[sub-regulation
(1) or sub-regulation (2), as the case may be, of regulation 12]
for allotment of a unique identification number.
Person holding a
unique identification number not required to obtain another unique
identification number
10. Notwithstanding anything
contained in these regulations, no person shall be obliged to apply for or be
allotted another unique identification number, if he already holds a unique
identification number allotted to him under these regulations in any other
capacity :
Provided that where any person holding a
unique identification number subsequently becomes an intermediary or a listed
company or a related person of any of them, he shall disclose such fact to
the Designated Service Provider.
Maintenance of records
11. The Designated Service Provider
shall maintain such books, records and documents, in such manner and for such
period as may be specified by the Board.
6 Substituted by the SEBI (Central
Database of Market Participants) (Amendment) Regulations, 2004,
vide S.O. No. 854(E) dated 21-7-2004. Prior to its substitution,
sub-clause (v) read as under :-
�(v) its associates and their directors;� 7
Inserted by the SEBI (Central Database of Market Participants) (Amendment)
Regulations, 2004, vide S.O. No. 854(E) dated 21-7-2004. 8
Word �and� omitted by the SEBI (Central Database of Market Participants)
(Amendment) Regulations, 2004, vide S.O. No. 854(E) dated 21-7-2004. 9
Sub-clause (viii) omitted by the SEBI (Central Database of Market
Participants) (Amendment) Regulations, 2004, vide S.O. No. 854(E)
dated 21-7-2004. Prior to omission, it read as under:
�(viii) relatives of the natural persons mentioned in sub-clauses (i) to (vii) above:� 10
Inserted by the SEBI (Central Database of Market Participants) (Amendment)
Regulations, 2004, vide S.O. No. 854(E) dated 21-7-2004 11
Inserted by the SEBI (Central Database of Market Participants) (Amendment)
Regulations, 2004, vide S.O. No. 854(E) dated 21-7-2004. 12Substituted for �sub-regulation (1) of regulation 12� by the SEBI
(Central Database of Market Participants) (Amendment) Regulations, 2004,
vide S.O. No. 854(E) dated 21-7-2004. 13Substituted for �sub-regulation (2) of regulation 12�, by the SEBI
(Central Database of Market Participants) (Amendment) Regulations, 2004,
vide S.O. No. 854(E) dated 21-7-2004. 14
Substituted for �clause (b) of regulation 4�, by the SEBI (Central Database
of Market Participants) (Amendment) Regulations, 2004, vide S.O.
No. 854(E) dated 21-7-2004. 15
Substituted for �sub-regulation (3) of regulation 12�, by the SEBI (Central
Database of Market Participants) (Amendment) Regulations, 2004,
vide S.O. No. 854(E) dated 21-7-2004.
Chapter III
GRANT AND REVOCATION OF UNIQUE IDENTIFICATION NUMBERS
Format of application
12. (1) Every application made by a
specified investor or a related person of a specified intermediary or
specified listed company being a natural person, under regulation 7, 8 or 9,
as the case may be, shall be in Form A specified in the Schedule and shall be
accompanied with a fee as specified in the notifications issued under
regulations 4, 5 or 6, as the case may be.
(2) Every application
made by a specified listed company, specified intermediary, a related person
of any of the above or a specified investor, not being a natural person,
under regulation 7, 8 or 9, as the case may be, shall be in Form B specified
in the Schedule and shall be accompanied with a fee as specified in the
notifications issued under regulations 4, 5 or 6, as the case may be.
Procedure on receipt
of application
13. (1) Upon receipt of an application
for allotment of unique identification number under these regulations, the
Designated Service Provider shall, if the application is not found defective,
allot to the applicant a unique identification number within thirty days of
receipt of the application.
(2) Where it is found
that any such application is defective, the Designated Service Provider may
intimate the defect to the applicant and give it an opportunity to rectify
the defect within a period of fifteen days from the date of such intimation
or within such further period which the Board may allow on a request made in
this behalf.
(3) Where any defect in
the application is intimated under sub-section (2) and the defect is not
rectified by the applicant within the said period of fifteen days or, as the
case may be, further period allowed under sub-regulation (2), then,
notwithstanding anything contained in any other provision of this Chapter,
Designated Service Provider shall refer the application to the Board, which
may either direct the Designated Service Provider to allot the unique
identification number or reject the application after giving an opportunity
to the applicant to make representations.
Criteria to determine
specified intermediaries, specified listed companies and specified investors
14. For the purposes of specifying
the intermediaries, listed companies or investors under sub-regulation (1) of
regulation 4 or regulation 5 or sub-regulation (1) of regulation 6, the Board
may take into consideration the following factors :
(a) with regard to intermediaries or other
entities-their kind and the nature of functions performed by them, their networth and other similar factors;
(b)
with regard to listed companies or companies which intend to get their
securities listed-their paid up capital, the number of their public
shareholders, the volume of trading in their securities, the proposed issue
size and other similar factors; and,
(c)
with regard to investors - the quantum of investment
made by them in the securities of any listed company or their volume of
trading in securities in a particular financial year.
Duty
not to make false statements and revocation of unique identification number
15. (1) No person shall make a false
statement or misrepresent any fact in any application made to the Designated
Service Provider under these regulations.
(2) Every application
made to the Designated Service Provider under these regulations and every
intimation made under regulation 17 shall be certified to be true and
correct:
(a) in case of an intermediary, by its whole time director,
managing partner, managing trustee or sole proprietor, as the case may be,
and by its compliance officer;
(b)
in case of a listed company, by its whole time director and its company
secretary or auditor, and
(c)
in case of an investor, by him.
Revocation
of unique identification number
16. (1) Where it is found that the
unique identification number was obtained by a person through fraud or
misrepresentation or was allotted to him under a mistake, the Board may,
without prejudice to other action that it may take under any law for the time
being in force and after giving him an opportunity of making representations,
revoke the unique identification number allotted to him or to the related
persons.
(2) Upon revocation of
the unique identification number of a person, the provisions of these
regulations shall apply from the date of revocation, as if no unique
identification number was allotted to him.
(3) Every order passed by
the Board under these regulations shall be in writing.
16A. In order to remove any
difficulties in the application or interpretation of these regulations, the
Board may issue clarifications and guidelines in the form of circulars or
notes.]
16Inserted by the SEBI (Central
Database of Market Participants) (Amendment) Regulations, 2004,
vide S.O. No. 854(E) dated 21-7-2004.
Chapter IV
CONTINUING OBLIGATIONS
Duty to intimate
changes
17. (1) Every person who has been
allotted a unique identification number under these regulations shall
intimate the changes if any, in the particulars submitted by him in the
application, to the Designated Service Provider, in such electronic or other
manner as may be specified by the Board, within thirty days of occurrence of
the change.
(2) Every intermediary
shall exercise due diligence so satisfy itself that its clients, being
specified investors, have complied with sub-regulation (1).
Duty to seek unique
identification numbers for newly added related persons
18. (1) Every specified intermediary
and other entity shall within thirty days of any person becoming a related
person, ensure that such person has been allotted or has applied for a unique
identification number.
(2) Every specified
listed company shall within thirty days of any person becoming a related
person, ensure that such person has been allotted or has applied for a unique
identification number.
Chapter
V
ACTION IN CASE OF VIOLATION
Action for acting,
dealing etc. without obtaining unique identification number
19. Any person who issues any
security or buys, sells or deals in any securities in contravention of these
regulations shall be liable for�
(a) action under sub-section (4) of section 11 of
the Act;
(b)
delisting of securities;
(c)
being debarred from acting in any capacity in any security market related
institution;
(d)
such other action as may be deemed appropriate by the Board in the facts and
circumstances of the case :
Provided that no such action shall be
taken without following the procedure laid down under the relevant rules or
regulations.
Action for giving
false statement
20. Any person who makes any false
statement or misrepresents any fact in any application or other document
submitted to the Designated Service Provider shall, without prejudice to any
action which may be taken under section 24 of the Act by the Board, be liable
for action under section 15HB of the Act.
Action for failure to
intimate changes
21. Any person who being required to
do so, fails to intimate changes as required in 17[regulation 17]
shall be liable for action under clause (b) of section 15A of the Act.
Action for failure to
make application for newly added related persons
22. Any intermediary or listed
company who fails to ensure compliance with 18[regulation 18]
shall be liable for action under section 15HB of the Act.
G.N. BAJPAI
CHAIRMAN
SECURITIES AND EXCHANGE BOARD OF INDIA
17Substituted
for �regulation15� by the SEBI (Central Database of Market Participants)
(Amendment) Regulations, 2004 vide S.O. No. 854(E) dated 21-7-2004. 18
Substituted for �regulation16�, by the SEBI (Central Database of Market
Participants) (Amendment) Regulations, 2004, vide S.O. No. 854(E) dated 21-7-2004.
