Government Expands Fast-Track Merger Route to Cover More Companies

In an effort to facilitate business dealings and spur the practice of “reverse flipping”, which involves Indian start-ups and other companies moving their domicile from abroad to the country, the government has expanded the fast-track route for approval of mergers and amalgamations to include more categories of companies.

More company types are now eligible for the fast-track merger process under Section 233 of the Companies Act of 2013 thanks to changes to the relevant rules that the Ministry of Corporate Affairs (MCA) has notified. The National Company Law Tribunal is not involved in this approval process.

How Fast-Track Merger will Help the Companies?

When the total borrowings, including loans, debentures, and deposits, are less than INR 200 crore and there is no default, the revisions have made it possible for mergers between (unrelated) unlisted companies to proceed more quickly.

Additionally, unless the transferor company is listed, the fast-track scheme will now apply to a variety of additional transactions, including mergers between a holding company (listed or unlisted) and its subsidiary (listed or unlisted). Additionally, if the transferor companies are not listed, mergers between subsidiaries of the same holding company may receive expedited clearances.

Key Changes in MCA Rules

Up until a year ago, inbound cross-border reverse mergers needed NCLT permission. To expedite the approval of such bids, the government modified Rule 25A for cross-border deals on September 17 of last year. To eliminate any ambiguity, the most recent revision has brought this rule into compliance with Rule 25, which deals with expedited approvals, according to sources.

Since many Indian-born or Indian-connected start-ups have chosen to establish their headquarters here, cases of combining a foreign holding company with its Indian fully owned subsidiary have increased in frequency in recent years. The possibility of exiting at a greater valuation in India was one of the attractions.

According to analysts, global firms who intend to relocate their operations to India in order to take advantage of the thriving capital markets for possible listings and to combine group companies stand to gain from the move to expedite and simplify clearances for such mergers. Flipkart, Dream11, Meesho, PhonePe, Zepto, Razorpay, Pepperfry, and Groww have all relocated their parent firms from foreign jurisdictions back to India throughout the last two to three years.

Government Push for Flexible Corporate Restructuring

The enlarged and modified regulations, according to experts, demonstrate the government’s intention to increase the flexibility of business restructuring procedures. At the moment, only start-ups and “small” businesses, as determined by turnover, etc., are eligible for fast-track merger approvals.

Special start-up promotion programmes and easier access to funding have also contributed to the rise in popularity of reverse flipping. It has been helpful to loosen some of the limits on round-tripping. The expedited approach would still require requesting approval from the MCA’s regional director.