"Approval of a scheme of amalgamation between two banking companies requires Board of Directors of the involved banking Companies to pay attention particularly on certain matters." Explain briefly the guidelines mandated

CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · December 2020
"Approval of a scheme of amalgamation between two banking companies requires Board of Directors of the involved banking Companies to pay attention particularly on certain matters." Explain briefly the guidelines mandated by Reserve Bank of India in this regard.

Answer & Explanation:

Reserve Bank of India, being the approving authority for cases of amalgamation of Banking Companies issued Directions in April 2016. According to Paragraph 9 of the said Direction, Boards of Directors of the concerned Banking Companies need to give particular attention on the followings before approving the amalgamation proposal. The values or revision in values at which the assets, liabilities and the reserves of the amalgamated company are taken; Due diligence of the amalgamated company; Swap ratio properly determined by independent valuers; Shareholding pattern, post amalgamation is not contrary to the Reserve Bank guidelines; Profitability impact and maintenance of capital adequacy ratio after amalgamation; and Changes that may occur in composition of Board of Directors that are not inconsistent with the directions or sanctions by Reserve Bank of India Thus the Directors in the respective Board Meetings need to be particular as well as meticulous.

Topics: Corporate Restructuring

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