The amendment provides that where the transferor foreign company incorporated outside India being a holding company and the transferee Indian company being a wholly owned subsidiary company incorporated in India, enter into merger or amalgamation, both the companies shall obtain the prior approval of the Reserve Bank of India and application shall be made by the transferee Indian company to the Central Government, Registrar and the official liquidator along with a declaration.

Where as, The Central Government has delegated its powers to the Regional Directors under section 233 of the Companies Act, 2013.

The changes are with respect to merger or amalgamation entered by transferor foreign company incorporated outside India being a holding company and the transferee Indian company being a wholly-owned subsidiary company incorporated in India.

In such cases, both the companies shall obtain the prior approval of the Reserve Bank of India (RBI) and the transferee Indian company should also comply with the provisions of Section 233 under the Companies Act and submit an application with Central Government, Registrar and the official liquidator.

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