The Securities and Exchange Board of India (SEBI) on April 21, 2023, issued the procedure for seeking prior approval for change in control of Vault Managers.
The procedure for obtaining prior approval in case of a change in control of Vault Managers is specified as under:
• An application shall be made by the Vault Managers to SEBI for prior approval through the SEBI Intermediary Portal (‘SI Portal’)( https://siportal.sebi.gov.in).
• 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:
o Present and proposed shareholding pattern of the applicant
o Whether any application made in the past to SEBI by the acquirer/persons who hall has control seeking registration in any capacity but was not granted? If yes, details thereof.
o Whether any action has been initiated/taken for violation of the provisions of the Securities Contracts (Regulation) Act, 1956/Securities and Exchange Board of India Act, 1992 / Depositories Act, 1996, or rules and regulations made thereunder? If yes, the status thereof along with the corrective action taken to avoid such violations in the future. 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.
o Whether any investor complaint pending? If yes, steps taken for resolution and confirmation that the acquirer/ the person who shall have the control shall resolve the same.
o Details of litigation(s), if any.
o Declaration of the applicant and the acquirer/ the person who shall have the control (in a format enclosed in Annexure), duly signed by their authorized signatories that the ‘fit and proper person criteria as specified in Schedule II of SEBI (Intermediaries) Regulations, 2008 comply.
• Upon receipt of the information/declaration, 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 changes in control shall be made to SEBI within six months from the date of prior approval.
• Upon receipt of prior approval from SEBI for a change in control and prior to effecting such change in control, the Vault Manager shall communicate to its existing EGR investors about the proposed change in control and an option to relocate the physical gold stored in its vault(s) to any other Vault Manager within a period of not less than 30 calendar days from the date of such communication.
The provisions of this Circular shall be applicable with immediate effect to all applications seeking approval for change in control of Vault Managers.
[Circular No. SEBI/HO/MRD/MRD-PoD-1/P/CIR/2023/59]
