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RBI clears Equitas Holdings and Equitas SFB merger

The RBI on May 6 conveyed its “no-objection” to the company’s proposal for voluntary amalgamation of EHL with ESFBL subject to certain conditions.

May 06, 2022 / 06:51 PM IST
Equitas Small Finance Bank | Representative image

Equitas Small Finance Bank | Representative image

The Reserve Bank of India on May 6 cleared the Equitas Holdings and Equitas SFB merger, Equitas Small Finance Bank said in an exchange filing.

The scheme of amalgamation between Equitas Holdings Limited (EHL), Equitas SFB Limited (ESFB), and their respective shareholders had been submitted to the Stock Exchanges and the RBI for their approval/ no-objection confirmation on March 21.

Notably, Equitas Small Finance Bank is bigger than Equitas Holding in terms of total assets, turnover, and net worth, according to stock exchange filings by both the companies on March 21. The market capitalisation of Equitas Small Finance Bank was Rs 6,404 crore on March 31, compared with Rs 3,643.48 crore for Equitas Holdings.

The RBI on May 6 conveyed its “no-objection” to the company’s proposal for voluntary amalgamation of EHL with ESFBL subject to certain conditions.

As per the conditions set by the Reserve Bank, EHL would have to divest its shareholding in its subsidiary, Equitas Technologies P Limited prior to the scheme taking effect.

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ESFBL would have to seek RBI’s approval for bringing Equitas Development Initiatives Trust (EDIT) and Equitas Healthcare Foundation (EHF) under its ambit prior to the scheme taking effect.

“Any investor that will be acquiring or holding five percent or more shareholding in ESFBL upon the scheme taking effect shall seek prior approval of RBI under applicable RBI regulations within one month from the date of the letter. Till they are found by RBI to be “fit and proper”, their voting rights in ESFBL will be restricted to below five percent of total voting rights of shareholders of ESFBL.”

Further, the scheme will have to be approved by requisite majority of shareholders and creditors of EHL and ESFBL as per applicable procedure and the documents in connection with shareholder meetings will have to be submitted to the RBI as required under applicable RBI regulations.

ESFBL will also have to obtain the approval of the National Company Law Tribunal (NCLT) for the Scheme of Amalgamation and submit the same to the RBI.

Until the time it receives the NCLT nod, ESFBL and EHL will have to ensure compliance with the applicable SEBI norms.

ESFBL will also ensure compliance with applicable provisions of Banking Regulation Act, 1949, RBI Act, 1934, FEMA Regulations, FDI Policy, Prevention of Money Laundering Act, 2002, and other applicable laws/ regulations including RBI circular/ directions on the issue of shares by private sector banks and amalgamation of private sector banks.

The audited balance sheet of ESFBL as on the effective date of the scheme will have to be submitted to the RBI within two months from the date after ensuring compliance with prescribed accounting policies and standards.

For cancellation and surrender of the certificate of registration, EHL will have to approach the RBI within three days of effective date of the scheme and other applicable requirements under regulations/ guidelines issued in this regard.

“The Reserve Bank of India has also indicated that the no-objection will not be treated as granting exemption from any of the regulatory requirements of RBI and any deviation from the existing regulatory instructions would have to be sought separately and that RBI may impose additional conditions that it deems appropriate,” the exchange filing added.

 



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Moneycontrol News
first published: May 6, 2022 06:21 pm
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