The Indian government has made significant amendments to the Companies Law, particularly concerning mergers involving foreign companies and their fully-owned subsidiaries in India. According to a report by PTI, these new regulations make it mandatory for foreign holding companies and their Indian subsidiaries to seek approval from the Reserve Bank of India (RBI) before proceeding with a merger.
What Are the New Rules?
The new regulations specifically apply to foreign transferor companies, or companies established outside India, and their wholly-owned subsidiaries in India. Under these rules, any merger involving such entities must now be approved by the RBI before the transaction can proceed.
On Monday, the Ministry of Corporate Affairs announced that companies involved in such mergers will need to obtain prior approval from the RBI. Additionally, Indian companies must comply with the provisions outlined under Section 233 of the Companies Act, 2013, which governs mergers of certain companies.
Expert Opinions on the Changes
Experts explained that reverse flipping has become a common strategy for many new-age startups in India, particularly due to the strength and growth of the Indian IPO market. This has provided investors with attractive exit strategies to realize their returns.
Ministry has introduced a new sub-rule, requiring both the foreign company and its wholly-owned Indian subsidiary to secure RBI approval for mergers. Experts also highlighted that the Indian company involved must apply for approvals related to mergers under the provisions of Section 233 of the Companies Act, 2013, and Rule 25 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016.
Conclusion
These changes aim to streamline and regulate cross-border mergers involving foreign companies and their Indian subsidiaries, ensuring greater oversight by the RBI. For companies engaged in such transactions, it is now crucial to understand and follow these updated legal procedures to avoid delays or legal complications.
By implementing these amendments, the Indian government is likely addressing concerns around the transparency and regulation of foreign investments and mergers in the country, providing a clearer legal framework for such transactions.
This development is expected to impact businesses, particularly startups, that engage in mergers with foreign parent companies. Companies must now ensure compliance with both RBI approval processes and the Companies Act regulations before moving forward with their plans.
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