Procedure for seeking prior approval for change in control of Vault Managers
Summary
This circular outlines the procedure for Vault Managers to obtain prior approval from SEBI in case of a change in control. It mandates applications through the SI Portal accompanied by specific disclosures regarding shareholding, litigation, and fit-and-proper criteria. The process includes validity periods for approvals and specific requirements for schemes of arrangement involving the NCLT.
Text
Regulation 8(b) of SEBI (Vault Managers) Regulations, 2021 was amended... which requires Vault Managers to obtain prior approval of the Board in case of change in control...
An application shall be made by the Vault Managers to SEBI for prior approval through the SEBI Intermediary Portal (‘SI Portal’)...
The application shall be accompanied by the following information/declaration about itself, the acquirer(s)/the person(s) who shall have the control and their directors / partners...
The acquirer/ the person who shall have the control needs to confirm that it shall honour all past liabilities / obligations of the applicant, if any.
Declaration of the applicant and the acquirer... duly signed by their authorized signatories that the ‘fit and proper person’ criteria as specified in Schedule II of SEBI (Intermediaries) Regulations, 2008 are complied.
Upon receipt of the information/declaration at Para 2.2 above, SEBI would process the application for granting prior approval for change in control.
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.
Upon receipt of prior approval... the Vault Manager shall communicate to its existing EGR investors about the proposed change in control and an option to relocate the physical gold... within a period of not less than 30 calendar days...
The application seeking approval for the proposed change in control shall be filed with SEBI prior to filing the application with NCLT;
Upon receipt of the information/declaration at Para 2.2 above, SEBI would process the application for granting in principle approval for change in control;
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;
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Source: SecMarx — Procedure for seeking prior approval for change in control of Vault Managers. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.