NOTICE
August 29, 2011
CSE/Notices/SEBI/2011/029
Re: Revised
procedure for seeking prior approval for change in control through single
window
Trading Members of the Exchange are hereby informed that the Exchange has received a Circular from SEBI vide Ref. No.CIR/MIRSD/14/2011, dated August 02, 2011 regarding the captioned subject. The contents of the said Circular are reproduced hereunder for information and necessary action of the Trading Members.
Quote: -
CIRCULAR
CIR/MIRSD/14/2011 August 02, 2011
To
All Recognized Stock Exchanges
All Registered Depositories
All Registered Merchant Bankers
All Registered Debenture Trustees
All Registered Underwriters
All Registered Bankers to an Issue
All Registered Credit Rating Agencies
All Registered Registrar to an Issue and Share Transfer Agents
Dear Sir/Madam,
Sub: Revised procedure for seeking prior approval for change in control
through single window
1) SEBI vide circular
No.MIRSD/MSS/Cir-30/13289/03 dated July 09, 2003 addressed to all the Stock
exchanges specified, inter alia, the procedure for seeking prior approval from SEBI by stock brokers for change in status
and constitution.
2) SEBI has recently
amended the regulations for certain intermediaries, viz., Stock Brokers and
Sub-brokers, Merchant Bankers, Debenture Trustees, Registrar to an Issue and
Share Transfer Agents, Underwriters, Depository Participants, Bankers to an
Issue and Credit Rating Agencies, vide Notification No.
LAD-NRO/GN/2011-12/03/12650 dated April
19, 2011. This has already been communicated to you and a copy of the
notification is also available on SEBI website www.sebi.gov.in.
As per the amendments, the requirement of obtaining prior approval for change
in status or constitution has been dispensed with. However, in case of change
in control of the above intermediaries except for Sub-brokers, prior approval
of SEBI is required.
3) With a view to
expedite the process of granting prior approval, it has been decided to adopt a
‘single window clearance at SEBI’, for the above intermediaries in case of
their having multiple registrations with SEBI. Accordingly, in consultation
with the major stock exchanges and market participants, it has been decided to
adopt the following procedure;
(i) In case an applicant holds multiple
registrations with SEBI, it shall make only one application to SEBI accompanied
by the following information about itself, the acquirer and the directors/partners
of the acquirer;
• Whether any
application was made in the past to SEBI seeking registration in any capacity
but it was not granted? If yes, details thereof.
• Whether any action
has been initiated / taken under SCRA/SEBI Act or rules and regulations made
there under? If yes, status thereof along with corrective action taken to avoid
such violations in the future. The acquirer shall also confirm that it shall
honour all past liabilities / obligations of the applicant, if any.
• Whether any
investor complaint is pending? If yes, steps taken and confirmation that the
acquirer shall resolve the same.
• Details of
litigation, if any.
• That all the fees
due to SEBI have been paid.
• That there will not
be any change in the Board of Directors of incumbent, till the time prior
approval is granted.
• That the incumbent
shall inform all its existing investors / clients in order to enable them to
take informed decision regarding their continuance or otherwise with the entity
with new management.
(ii) Further, in case
the incumbent is a registered stock broker and / or depository participant, in
addition to the above, it shall obtain approval / NOC from all the Stock
Exchanges / Depositories, where the incumbent is a member / Depository
Participant and forward a self attested copy of the same to SEBI.
(iii) The application
shall be addressed to "Chief General Manager, MIRSD, SEBI".
(iv) The prior
approval granted by SEBI shall be valid for a period of 180 days from the date
of communication.
4) While the above
mentioned intermediaries are advised to ensure compliance with the provisions
of this circular, the stock exchanges and depositories are advised to:
(i) bring the
provisions of this circular to the notice of the Stock Brokers/ Depository Participants
and also disseminate the same on their websites.
(ii) make amendments
to the relevant bye-laws, rules and regulations as deemed necessary for the implementation of the
above decision in coordination with one another to achieve uniformity in approach.
(iii) communicate to
SEBI, the status of the implementation of the provisions of this circular in
their Monthly Development Reports.
5) This circular is
issued in exercise of powers conferred under Section 11(1) of the Securities
and Exchange Board of India Act, 1992 to protect the interests of nvestors in
securities and to promote the development of, and to regulate the securities
arkets.
6) This circular is
available on SEBI website at www.sebi.gov.in
under the categories “Legal
Framework” and “Circulars”.
Yours faithfully,
V.S.Sundaresan
Chief General
Manager
022-26449200
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Trading Members are requested to take note of
the aforesaid guideline of SEBI for seeking prior
approval for change in control.
M.A.V. Raju
Deputy General Manager
(HR & Admn.)