12. Registration of stock-brokers, sub-brokers, share transfer agents, etc.—(1) No stock-broker,
sub-broker, share transfer agent, banker to an issue, trustee of trust deed, registrar to an issue, merchant
banker, underwriter, portfolio manager, investment adviser and such other intermediary who may be
associated with securities market shall buy, sell or deal in securities except under, and in accordance with,
the conditions of a certificate of registration obtained from the Board in accordance with the
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[regulations] made under this Act:
Provided that a person buying or selling securities or otherwise dealing with the securities market as a
stock-broker, sub-broker, share transfer agent, banker to an issue, trustee of trust deed, registrar to an
issue, merchant banker, underwriter, portfolio manager, investment adviser and such other intermediary
who may be associated with securities market immediately before the establishment of the Board for
which no registration certificate was necessary prior to such establishment, may continue to do so for a
period of three months from such establishment or, if he has made an application for such registration
within the said period of three months, till the disposal of such application:
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[Provided further that any certificate of registration, obtained immediately before the commencement
of the Securities Laws (Amendment) Act, 1995 (9 of 1995), shall be deemed to have been obtained from
the Board in accordance with the regulations providing for such registration.]
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[(1A) No 4
[depository, participant, custodian] of securities, foreign institutional investor, credit rating
agency or any other intermediary associated with the securities market as the Board may by notification in
this behalf specify, shall buy or sell or deal in securities except under and in accordance with the
conditions of a certificate of registration obtained from the Board in accordance with the regulations made
under this Act:
Provided that a person buying or selling securities or otherwise dealing with the securities market as a
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[depository, participant, custodian] of securities, foreign institutional investor or credit rating agency
immediately before the commencement of the Securities Laws (Amendment) Act, 1995 (9 of 1995), for
which no certificate of registration was required prior to such commencement, may continue to buy or sell
securities or otherwise deal with the securities market until such time regulations are made under clause
(d) of sub-section (2) of section 30.
(1B) No person shall sponsor or cause to be sponsored or carry on or cause to be carried on any
venture capital funds or collective investment scheme including mutual funds, unless he obtains a
certificate of registration from the Board in accordance with the regulations:
Provided that any person sponsoring or causing to be sponsored, carrying or causing to be carried on
any venture capital funds or collective investment scheme operating in the securities market immediately
1. Subs. by Act 27 of 2014, s. 5, for “the Judicial Magistrate of the first class having jurisdiction” (w.e.f. 18-7-2013).
2. Subs. by Act 9 of 1995, s. 7, for “rules” (w.e.f. 25-1-1995).
3. Ins. by s. 7, ibid. (w.e.f. 25-1-1995).
4. Subs. by Act 22 of 1996, s. 30 and the Schedule, for “depository, custodian” (w.e.f. 20-9-1995).
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before the commencement of the Securities Laws (Amendment) Act, 1995 (9 of 1995) for which no
certificate of registration was required prior to such commencement, may continue to operate till such
time regulations are made under clause (d) of sub-section (2) of section 30.]
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[(IC) No person shall sponsor or cause to be sponsored or carry on or cause to be carried on the
activity of an alternative investment fund or a business trust as defined in clause (13A) of section 2 of the
Income-tax Act, 1961 (43 of 1961), unless a certificate or registration is granted by the Board in
accordance with the regulations made under this Act.]
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[Explanation.—For the removal of doubts, it is hereby declared that, for the purposes of this section,
a collective investment scheme or mutual fund shall not include any unit linked insurance policy or scrips
or any such instrument or unit, by whatever name called, which provides a component of investment
besides the component of insurance issued by an insurer.]
(2) Every application for registration shall be in such manner and on payment of such fees as may be
determined by regulations.
(3) The Board may, by order, suspend or cancel a certificate of registration in such manner as may be
determined by regulations:
Provided that no order under this sub-section shall be made unless the person concerned has been
given a reasonable opportunity of being heard.