MANU/SDEP/0003/2021

Ministry : Securities and Exchange Board of India

Department/Board : Market Intermediaries Regulation and Supervision Department

Circular No. : SEBI/HO/MIRSD/DOR/CIR/P/2021/42

Date : 25.03.2021

Notification/ Circulars Referred : Circular No: CIR/MIRSD/14/2011 dated August 02, 2011 MANU/SSMD/0045/2011

Citing Reference:
Circular No: CIR/MIRSD/14/2011 dated August 02, 2011 MANU/SSMD/0045/2011  Referred

All Stock Brokers through exchanges
All Depository Participants through Depositories
All Merchant Bankers
All Registrar to an Issue and Share Transfer Agent
All Debenture Trustee
All Credit Rating Agencies
All Bankers to an issue

Dear Sir/Madam,

Prior approval for change in control: Transfer of shareholdings among immediate relatives and transmission of shareholdings and their effect on change in control

SEBI vide circular No: CIR/MIRSD/14/2011 dated August 02, 2011 addressed to stock exchanges/depositories and intermediaries specified the procedure for seeking prior approval for change in control from SEBI. In this regard, following is clarified with respect to transfer of shareholding among immediate relatives and transmission of shareholding:

1. Transfer/transmission of shareholding in case of unlisted body corporate intermediary: In following scenarios, change in shareholding of the intermediary will not be construed as change in control:

a) Transfer of shareholding among immediate relatives shall not result into change in control. Immediate relative shall be construed as defined under Regulation 2(l) of SEBI SAST Regulations which inter-alia includes any spouse of that person, or any parent, brother, sister or child of the person or of the spouse;

b) Transfer of shareholding by way of transmission to immediate relative or not, shall not result into change in control.

2. Transfer/transmission of shareholding in case of a proprietary firm type intermediary: In case of an intermediary being a........