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FAQ on NBFC Takeover

1. What does “NBFC takeover” mean?
An NBFC takeover is when one company (the acquirer) acquires control of a functioning RBI-registered NBFC by purchasing shares or assets, effectively gaining ownership and operational control.

2. Why consider an NBFC takeover?
Takeovers let buyers enter the financial sector faster, with an existing license and customer base, and expand market reach or diversify services without starting from scratch.

3. Is RBI approval required for an NBFC takeover?
Yes. Any change in significant shareholding or management control requires prior written approval from the Reserve Bank of India (RBI).

4. What is the first step in the takeover process?
The process begins with signing a Memorandum of Understanding (MoU) between the acquirer and target NBFC, outlining terms and responsibilities for the transaction.

5. What happens after the MoU?
The acquirer conducts due diligence—reviewing financials, legal aspects, liabilities, and compliance of the target NBFC—to assess risks and fit.

6. How is the NBFC valued during takeover?
A valuation is done—usually using methods like Discounted Cash Flow (DCF)—to determine the fair acquisition price for assets and business value.

7. When is the RBI application filed?
After due diligence and share transfer agreements, the acquiring company submits a takeover application—including details of new shareholders, financials, and the business plan—to the RBI for approval.

8. Are public notices required?
Yes. Once RBI approval is received, a public notice must be published in at least two newspapers (one national and one local) within 30 days to invite objections on the change in control.

9. What are some key documents for takeover?
Required documents generally include: shareholder/director details, source of funds, KYC and non-affiliation declarations, banker’s reports, audited financials, due diligence reports, and business plan.

10. How long does the takeover process typically take?
The entire takeover process, including regulatory approvals and compliance steps, can take approximately 5–6 months, subject to regulatory timelines.

11. What regulatory changes must be communicated post-takeover?
After takeover completion, any management or director changes must be reported to the RBI and updated with the Ministry of Corporate Affairs (MCA) as required.

Disclaimer: This article provides general information existing at the time of preparation and we take no responsibility to update it with the subsequent changes in the law. The article is intended as a news update and Affluence Advisory neither assumes nor accepts any responsibility for any loss arising to any person acting or refraining from acting as a result of any material contained in this article. It is recommended that professional advice be taken based on specific facts and circumstances. This article does not substitute the need to refer to the original pronouncement.

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