Procedure for seeking prior approval for change in control of Portfolio Managers
Summary
This circular modifies the procedure for Portfolio Managers to seek prior approval from SEBI for any change in control. It mandates online applications via the SEBI Intermediary Portal and specifies validity periods for approvals and subsequent registration applications. Additionally, it outlines investor notification requirements and specific protocols for changes involving NCLT-sanctioned schemes of arrangement.
Text
Regulation 11(aa) of SEBI (Portfolio Managers) Regulations, 2020 provides that a Portfolio Manager shall obtain prior approval of SEBI in case of change in control in such manner as may be specified by SEBI.
An online application shall be made by Portfolio Manager to SEBI for prior approval through the SEBI Intermediary Portal.
The prior approval granted by SEBI shall be valid for a period of six months from the date of such approval.
Applications for fresh registration pursuant to change in control shall be made to SEBI within six months from the date of prior approval.
The portfolio manager shall inform its existing investors/ clients about the proposed change prior to effecting the same and give an option to exit without any exit load, within a period of not less than 30 calendar days, from the date of such communication.
The application seeking approval for the proposed change in control under Regulation 11(aa) shall be filed with SEBI prior to filing the application with NCLT.
Upon being satisfied with compliance of the applicable regulatory requirements, in-principle approval will be granted by SEBI.
The validity of such in-principle approval shall be three months from the date of such approval, within which the relevant application shall be made to NCLT.
Within 15 days from the date of order of NCLT, Portfolio Manager shall submit an online application... along with the following documents to SEBI for final approval.
All other provisions mentioned at paragraph 2(ii)-(iv) of this Circular regarding the procedure for seeking prior approval for change in control of Portfolio Managers, shall also apply.
The provisions of this Circular shall be applicable with effect from June 15, 2022 to all applications for approval of applications of change in control of Portfolio Manager and Circular No. SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/564 dated May 12, 2021 shall stand superseded.
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 Regulation 43 of the SEBI (Portfolio Managers) Regulations, 2020.
Source: SecMarx — Procedure for seeking prior approval for change in control of Portfolio Managers. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.