TaxTMI 
TaxTMI 
Procedure for seeking prior approval for change in control
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....ntrol 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 Advisers) Regulation, 2013, Regulation 24(3) of SEBI (Research Analysts....
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....gulation) 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 paid. g. Declaration cum undertaking of the applicant and the acquirer/ the person who shall have....
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....ed: 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 to SEBI for final approval: a. Copy of the NCLT Order approving the scheme; b. Copy of the approved scheme;....
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.... at www.sebi.gov.in under the category "Legal →Circulars". Yours faithfully, Amrita Shukla Deputy General Manager +91-22-26449882 E-mail: [email protected] 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 partners, the compliance officer and the key management persons and the promoters or persons holding controlling interest or persons exercising control over....