Change in control of the asset management company involving scheme of arrangement under Companies Act, 2013
Summary
This circular streamlines the procedure for obtaining SEBI approval for changes in control of Asset Management Companies involving a scheme of arrangement under the Companies Act, 2013. It mandates that applications for such changes must be filed with SEBI prior to submission to the National Company Law Tribunal to secure in-principle approval. The validity of this in-principle approval is set at three months, after which final approval documents must be submitted within fifteen days of the NCLT order.
Text
Regulation 22(e) of SEBI (Mutual Fund) Regulations 1996 requires prior approval of trustees and SEBI for any change in control of the AMC.
The application seeking approval for the proposed change in control of the AMC under Regulation 22(e) shall be filed with SEBI prior to filing the application with the NCLT.
Upon being satisfied with compliance of the applicable regulatory requirements, an in-principle approval will be granted by SEBI.
The validity of such in-principle approval shall be three months from the date of issuance, within which the relevant application shall be made to NCLT.
Within 15 days from the date of order of NCLT, applicant shall submit the following documents to SEBI for final approval: Application for final approval; Copy of the NCLT Order approving the scheme; Copy of the approved scheme; Statement explaining modifications; Details of compliance with conditions/observations.
All other provisions mentioned in the para C (3) of SEBI Circular No. SEBI/HO/IMD/DF2/CIR/P/2021/024 dated March 04, 2021 regarding the procedure for Change in Control of AMC shall remain unchanged.
The provisions of this Circular shall be applicable to all the applications for change in control of AMC for which the scheme(s) of arrangement are filed with NCLT on or after March 1, 2022.
This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, read with the provisions of Regulation 77 of SEBI (Mutual Funds) Regulations, 1996.
Source: SecMarx — Change in control of the asset management company involving scheme of arrangement under Companies Act, 2013. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.