ACQUISITION / TRANSFER OF CONTROL OF NBFCs (RBI) PRIOR WRITTEN PERMISSION OF THE RESERVE BANK OF INDIA SHALL BE REQUIRED FOR - Any takeover or acquisition of control of an NBFC, whether by acquisition of shares or otherwise;
- Any merger / amalgamation of an NBFC with another entity or any merger / amalgamation of an entity with an NBFC that would give the acquirer / another entity control of the NBFC;
- Any merger / amalgamation of an NBFC with another entity or any merger / amalgamation of an entity with an NBFC which would result in acquisition / transfer of shareholding in excess of 10 percent of the paid up capital of the NBFC.
- Prior written approval of the Reserve Bank would also be required before approaching the Court or Tribunal under Section 391-394 of the Companies Act, 1956 or Section 230-233 of Companies Act, 2013 seeking order for mergers or amalgamations with other companies or NBFCs.
ü Applications in this regard may be submitted to the Regional Office of the Department of Non-Banking Supervision in whose jurisdiction the Registered Office of the Company is located. ü A public notice of 30 days shall be given before effecting the sale of, or transfer of the ownership by sale of shares, or transfer of control, whether with or without sale of shares. ü In cases of merger and amalgamation in terms of High Court order in pursuance of Sections 391 and 394 of the Companies Act 1956 ü Public notice shall be given by the NBFC and also by the transferor or the transferee or jointly by the parties concerned. ü The public notice should indicate the intention to sell or transfer ownership / control, the particulars of transferee and the reasons for such sale or transfer of ownership / control. ü The notice should be published in one leading national and another in leading local (covering the place of registered office) vernacular language newspaper. ü Obligatory on the part of NBFCD seeking change in management or merger or amalgamation with any other company to give an option to every depositor to decide whether to continue the deposits with the company under the new management or the transferee company or not. ü The company would also be obliged to make the payment to the depositors who seek the repayment of their deposits. |