In this edition, we have tried to bring you to notice of the latest amendment that followed in the month of March 2022 issued by MCA, RBI, SEBI, DIPP and others.
Amendments issued by SEBI
To streamline the process of providing approval to the proposed change in control of the Sponsor and/or Manager of the AIF involving a scheme of arrangement which needs the sanction of the National Company Law Tribunal (“NCLT”) in terms of the provisions of the Companies Act, 2013, it has been decided that the application seeking approval for the proposed change in control of the Sponsor and/or Manager of the AIF under Regulation 20(13) of AIF Regulations shall be filed with SEBI prior to filing the application with the NCLT. Upon being satisfied with compliance with 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 issuance, within which the relevant application shall be made to NCLT. Within 15 days from the date of order of NCLT, the applicant shall submit the prescribed documents to SEBI for final approval.
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SEBI has implemented the System Driven Disclosures in phases. SEBI has done away with manual filing for most of the transactions with effect from April 01, 2022, accordingly transactions undertaken in the depository system under Regulation 29 and Regulation 31 of Takeover Regulations do not require manual filing except for a few transactions where disclosure shall continue to be filed in manual. Further, in order to streamline the capture and dissemination of the information related to “encumbrances” and thus bring in more transparency, in consultation with the stock exchanges and depositories, it has been decided that all types of encumbrances as defined under Regulation 28 (3) of Takeover Regulations shall necessarily be recorded in the depository system.
The depositories shall capture details of the ultimate lender along with the name of the trustee acting on behalf of such ultimate lenders such as banks, NBFCs, etc. In case of issuance of debentures, the name of the debenture issuer shall be captured in the depository system and the depositories shall now capture the reasons for encumbrances in the depository system. The depositories shall also devise an appropriate mechanism to record all types of outstanding encumbrances in the depository system by June 30, 2022.
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