Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020

SEBI/LAD-NRO/GN/2020/03 · 2025-09-03 · Securities and Exchange Board of India

Summary

This part contains Chapter I Preliminary of the Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020 as amended up to September 3, 2025. It sets out regulation 1 on short title and commencement and regulation 2(1) definitions including Act, accreditation agency, accredited investor, Alternative Investment Fund, body corporate, certificate, Change in control, chartered accountant, Co-investment Portfolio Manager, discretionary portfolio manager, eligible fund manager, eligible investment fund, goods, large value accredited investor, investee company, Manager, portfolio, portfolio manager, principal officer and related party. The definitions incorporate cross-references to the SEBI Act, 1992, Companies Act, 2013, Income-tax Act, 1961, Chartered Accountants Act, 1949 and SEBI (Alternative Investment Funds) Regulations, 2012. This part defines related party to include promoter group and 20% (10% from April 1, 2023) equity holders under Companies Act section 89, and defines securities lending and Sponsor by reference to the Securities Lending Scheme, 1997 and SEBI (Alternative Investment Funds) Regulations, 2012. It establishes Chapter II Registration of Portfol

Text

These regulations may be called the Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020.

These regulations shall come into force on the date of their publication in the Official Gazette.

“Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);

“accreditation agency” shall have the same meaning as assigned to it in clause (aa) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012;

“accredited investor” means any person who fulfils the eligibility criteria as specified by the Board and is granted a certificate of accreditation by an accreditation agency;

“Alternative Investment Fund” shall have the same meaning as assigned to it in clause (b) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012;

“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;

“certificate” means a certificate of registration issued by the Board;

“Change in control” 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);

“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;

“Co-investment Portfolio Manager” means a Portfolio Manager who is a Manager of a Category I or Category II Alternative Investment Fund(s); and: (i) provides services only to the investors of such Category I or Category II Alternative Investment Fund(s); and (ii) makes investment only in unlisted securities of investee companies where such Category I or Category II Alternative Investment Fund(s) make investments: Provided that the Co-investment Portfolio Manager may provide services to investors from any other Category I or Category II Alternative Investment Fund(s) which are managed by them and are also sponsored by the same Sponsor(s);

“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;

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Source: SecMarx — Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.