Definitions

2. (1) In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meanings as assigned below, and their cognate expressions and variations shall be construed accordingly, - (a) “Act” means the International Financial Services Centres Authority Act, 2019 (50 of 2019); (b) “accredited investor” means any person who fulfils the eligibility criteria as specified by the Authority; (c) “advertisement” shall include all forms of communication issued by or on behalf of the fund management entity that may influence investment decisions of any investor/prospective investors; (d) 2[“associate” means 1 Vide Notification No. IFSCA/GN/2025/002 dated February 10, 2025, published in the Gazette of India, Extraordinary, Part III, Sec. 4, vide No. 116, on February 13, 2025. means- (i) a person, in which a director or partner or trustee of the FME or the FME or any fiduciaries as appointed in terms of sub-regulation (2) of regulation 17 of these Regulations, either individually or collectively, holds twenty per cent. (20%) or more of the paid-up equity share capital or partnership interest or such other equivalent direct economic interest, by whatever name called, as the case may be; (ii) a person, either individually or collectively, holds twenty per cent. (20%) or more of the paid-up equity share capital or partnership interest or such other equivalent direct economic interest, by whatever name called, as the case may be, in the FME; or (iii) any other person, in which the person referred to in sub-clause (ii) holds twenty per cent. (20%) or more of the paid-up equity share capital or partnership interest or such other equivalent direct economic interest, by whatever name called, as the case may be. Provided that a person appointed as a fiduciary of a scheme, in terms of sub-regulation (2) of regulation 17 of these regulations, shall not be deemed to be an associate of the FME, unless such person holds any direct economic interest or control in such FME. Explanation. – For the purpose of this clause, “person” shall have the same meaning assigned to it under the International Financial Services Centres Authority (Anti Money Laundering, Counter Terrorist Financing and Know Your Customer) Guidelines, 2022, as may be amended from time to time.] (e) “body corporate” shall have the meaning assigned to it under clause (11) of Section 2 of the Companies Act, 2013 (18 of 2013); (f) “certificate of registration” means a certificate of registration granted by the Authority under regulation 12 of these regulations; (g) “control” shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or partnership agreements or in any other manner, including by holding interest, whether direct or indirect, to the extent of more than fifty per cent. (50%) of voting rights or interest: Provided that a director or officer of an entity shall not be considered to be in control over such entity, merely by virtue of holding such position; (i) a company or a limited liability partnership (LLP) or a body corporate in which a director or trustee or partner of the FME or the FME or any fiduciaries as defined in regulation 17 of these regulations, either individually or collectively, hold twenty per cent. (20%) or more of its paid-up equity share capital or partnership interest, as the case may be; (ii) a company or a limited liability partnership or a body corporate, either individually or collectively, hold twenty per cent. (20%) or more of its paid-up equity share capital or partnership interest, as the case may be in the FME; (iii) Any other company or a limited liability partnership or a body corporate, in which the entity referred in clause (ii) above holds twenty per cent. (20%) or more of its paid-up equity share capital or partnership interest, as the case may be;” (h) “close ended scheme” means any scheme in which the period of maturity of the scheme is specified; (i) “compliance officer” means any senior officer, designated so and reporting to the board of directors or head of the organization in case board is not there, who is capable of understanding the financial statements and the requirements for legal and regulatory compliance under these regulations, and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades, risk management, and the implementation of the codes specified in these regulations, under the overall supervision of the board of directors of the FME or the head of an organization, as the case may be. (j) “corpus” means the total amount of funds committed by investors to the fund management entity under a scheme by way of a written contract or any such document as on a particular date; (k) “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; (l) “family investment fund” means a fund, pooling money only from a single family under one or more investment vehicles and has been set up in terms of these regulations; (m) “foreign jurisdiction” means a country, other than India, whose securities market regulator is a signatory to International Organization of Securities Commissions’ Multilateral Memorandum of Understanding (Appendix A signatories) or a signatory to a bilateral Memorandum of Understanding with the Authority, and which is not identified in the public statement of Financial Action Task Force as: (i) a jurisdiction having a strategic Anti-Money Laundering or Combating the Financing of Terrorism deficiencies to which counter measures apply; or (ii) a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the Financial Action Task Force to address the deficiencies; (n) “fund management entity (FME)” means an entity registered with the Authority as a Fund Management Entity under any of the categories specified in these regulations; (o) “fund manager” means any individual who is appointed by the FME to manage investments by whatever name called; (p) “fund of funds scheme” means a scheme that invests in other schemes whether in IFSC or India or foreign jurisdictions, except to the extent of funds required for meeting expenses, hedging or liquidity requirements for the purpose of repurchases, redemptions and distribution, as disclosed in the placement memorandum or offer document of the scheme; (q) “IFSCA” or “Authority” means the International Financial Services Centres Authority established under sub-section (1) of Section 4 of the Act; (r) “International Financial Services Centre (IFSC)” shall have the same meaning as assigned to it under clause (g) of sub-section (1) of Section 3 of the Act; (s) “inspecting authority” means one or more persons authorised by the Authority to undertake inspection of the books, accounts, records and documents of a FME or related entities in terms of these regulations; (t) “index scheme” means a scheme that invests in securities in the same proportion as an index of securities; (u) “investee company” means any company, special purpose vehicle or limited liability partnership or body corporate or real estate investment trust or infrastructure investment trust or a fund in which an investment is made; (v) “key managerial personnel (KMP)” means the officers or personnel of the FME who are members of its core management team and includes members of the management one level below the executive directors of the FME, functional heads and includes ‘key managerial personnel’ as defined under the Companies Act, 2013, or any other person whom the FME may designate as a key managerial personnel; (w) "net worth" means the aggregate value of the paid-up share capital (or capital contribution) and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation; (x) “offer document” means any document by which a Registered FME (Retail) invites public for subscription in a retail scheme, exchange traded fund, or public offer by an Investment Trust; (y) “open ended scheme” means a scheme which is not a close ended scheme; (z) “placement memorandum” means any document by which a FME invites accredited investors or investors investing above a specified threshold to invest in a Venture Capital scheme or a restricted scheme or a private placement by an Investment Trust; (aa) “portfolio” means the total holdings of securities and financial assets belonging to any person; (bb) “principal officer” means an employee designated as such by the FME under sub-regulation (1) of regulation 7; (cc) “recognised stock exchange” means a recognised stock exchange in IFSC; (dd) “Registered FME” shall mean a FME which has received a Certificate of registration as Registered FME (Non-Retail) or Registered FME (Retail); (ee) “restricted scheme” means a scheme offered on private placement basis only to “accredited investors” or investors investing at least USD 1,50,000 and not having more than 1000 investors or such other number as may be specified by the Authority; (ff) “Retail scheme” means a scheme offered to all investors or a section of the investors for subscription with no ceiling as to number of investors in the scheme; (gg) “Scheme” or “fund” means a scheme of a FME launched under these regulations; (hh) “sectoral scheme” refers to a retail scheme which primarily invests in the securities of a particular sector as disclosed in its offer document; (ii) “single family” includes a group of individuals who are the lineal descendants of a common ancestor and includes their spouses (including widows and widowers, whether remarried or not) and children (including stepchildren, adopted children, ex nuptial children) and also includes entities such as sole proprietorship firm, partnership firm, company, limited liability partnership, trust or a body corporate, in which an individual or a group of individuals of a single family exercises control and directly or indirectly hold substantial economic interest; (jj) “Single Window IT Systems (SWITs)” refers to an online platform designed, inter-alia, to facilitate the processing of applications submitted by the applicants for obtaining Certificate of Registration under these regulations; (kk) “thematic scheme” means a retail scheme which primarily invests the securities of a particular theme as disclosed in its offer document; (ll) “trust” means a trust established under the Indian Trusts Act, 1882, or under an Act of Parliament or State Legislation. (mm) “Venture Capital Scheme” means a scheme that invests primarily in unlisted securities of start-ups, emerging or early-stage venture capital undertakings primarily involved in new products, new services, technology or intellectual property right based activities or a new business model or other schemes which invest in such entities and shall also include an angel fund as specified by the Authority. (2) Words and expressions used and not defined in these regulations but defined in the Act or Acts mentioned in the First Schedule to the Act, or the Companies Act, 2013, or any rules or regulations made thereunder shall have the same meanings respectively assigned to them in those Acts, rules or regulations or any statutory modification or re-enactment thereto, as the case may be. CHAPTER II REGISTRATION OF FUND MANAGEMENT ENTITY (FME)