TMI BlogProcedure for seeking prior approval for change in controlX X X X Extracts X X X X X X X X Extracts X X X X ..... re for seeking prior approval for change in control 1. Securities and Exchange Board of India ( SEBI ) vide circular no. CIR/MIRSD/14/2011 dated August 02, 2011 had specified the procedure for seeking prior approval for change in control of certain intermediaries including stock brokers, depository participants and RTAs. 2. Regulation 9(c) of SEBI (Stock Brokers) Regulation, 1992 and Regulation 9(c) read with Regulation 10B of SEBI (Stock Brokers) Regulation, 1992 , provide respectively that stock broker and clearing member shall obtain prior approval of SEBI in case of change in control. Similarly, Regulation 36(1)(d) of SEBI (Depositories and Participants) Regulations, 2018 , Regulation 15(11) of SEBI (Investment A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... thereof. c. Whether any action has been initiated / taken under Securities Contracts (Regulation) Act, 1956 (SCRA)/ Securities and Exchange Board of India Act, 1992 (SEBI Act) or rules and regulations made thereunder? If yes, the status thereof along with the corrective action taken to avoid such violations in the future. The acquirer/ the person who shall have the control shall also confirm that it shall honour all past liabilities / obligations of the applicant, if any. d. Whether any investor complaint is pending? If yes, steps taken and confirmation that the acquirer/ the person who shall have the control shall resolve the same. e. Details of litigation(s), if any. f. Confirmation that all the fees due to SEBI have been p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Law Tribunal ( NCLT ) in terms of the provisions of the Companies Act, 2013 , the following has been decided: i. The application seeking approval for the proposed change in control of the intermediary shall be filed with SEBI prior to filing the application with NCLT. ii. Upon being satisfied with compliance of the applicable regulatory requirements, an in-principle approval will be granted by SEBI; iii. The validity of such in-principle approval shall be three months from the date issuance, within which the relevant application shall be made to NCLT. iv. Within 15 days from the date of order of NCLT, the intermediary shall submit an online application in terms of paragraph 3 of this circular along with the following documents ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t and to promote the development of, and to regulate the securities market. 9. This circular is available on the SEBI website at www.sebi.gov.in under the category Legal Circulars . Yours faithfully, Amrita Shukla Deputy General Manager +91-22-26449882 E-mail: amrita@sebi.gov.in Encl.: As above Annexure A Declaration-Cum-Undertaking We M/s. ( Name of the intermediary/the acquirer/person who shall have the control ), hereby declare and undertake the following with respect to the application for prior approval for change in control of ( name of the intermediary along with the SEBI registration no. ): 1. The applicant/intermediary (Name) and its principal officer, the directors or managing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ving moral turpitude. (vi) No winding up proceedings have been initiated or an order for winding up has been passed against us. (vii) We have not been declared insolvent. (viii) We have not been found to be of unsound mind by a court of competent jurisdiction and no such finding is in force. (ix) We have not been categorized as a wilful defaulter. (x) We have not been declared a fugitive economic offender. 4. We have not been declared as not fit and proper person by an order of the Board. 5. No notice to show cause has been issued for proceedings under SEBI(Intermediaries) Regulations, 2008 or under section 11(4) or section 11B of the SEBI Act during last one year against us. 6. It is hereby declared that we and ea ..... X X X X Extracts X X X X X X X X Extracts X X X X
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