SEBI clarification regarding Change in control of AMCs involving scheme of arrangement

The Securities Exchange Board of India vide circular dated January 31, 2022 has issued clarification regarding Change in control of the asset management company involving scheme of arrangement under Companies Act, 2013. The circular clarifies the following regarding the process of providing approval to the proposed change in control of an AMC involving scheme of arrangement which needs sanction of National Company Law Tribunal (“NCLT”) in terms of the provisions of the Companies Act, 2013:

1. The application seeking approval for the proposed change in control of the AMC under Regulation 22(e) of MF Regulations shall be filed with SEBI prior to filing the application with the NCLT;
2. Upon being satisfied with compliance of the applicable regulatory requirements, an in-principle approval will be granted by SEBI;
3. 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;
4. Within 15 days from the date of order of NCLT, applicant shall submit the following documents to SEBI for final approval: a. Application for the final approval; b. Copy of the NCLT Order approving the scheme; c. Copy of the approved scheme; d. Statement explaining modifications, if any, in the approved scheme vis-à-vis the draft scheme and the reasons for the same; and e. Details of compliance with the conditions/ observations mentioned in the in-principle approval provided by SEBI.