The Reserve Bank of India (‘RBI’) has, by way of a Notification dated May 29, 2026, amended the Foreign Exchange Management (Cross Border Merger) Regulations, 2018 (‘Cross Border Merger Regulations’). The key change is the introduction of the term ‘Competent Authority’ in place of ‘National Company Law Tribunal’ (‘NCLT’). The term ‘Competent Authority’ covers any authority empowered under the Companies Act, or its subordinate legislation, to approve a scheme of merger or amalgamation. This substitution has been made throughout Regulations 4, 5, 7 and 9 of the Cross Border Merger Regulations.

This amendment aligns the Cross Border Merger Regulations with the corporate restructuring regime under the Companies Act. Under the Cross Border Merger Regulations, a cross-border merger is deemed to have RBI approval, if undertaken in compliance with the prescribed regulatory framework. Prior to this amendment, an Indian company was required to file a compliance certificate with the NCLT for this purpose. However, following the 2024 amendment to the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, mergers of a foreign transferor holding company with its Indian wholly-owned subsidiary were permitted under the fast-track route, enabling such mergers to be approved by the Regional Director, instead of the NCLT.

Since the Cross Border Merger Regulations previously referred only to the NCLT, there was uncertainty as to whether the deemed RBI approval extended to schemes sanctioned by other authorities under the fast-track route. This amendment resolves that ambiguity. The Regional Director now falls within the definition of ‘Competent Authority’, and accordingly, cross-border mergers approved by the Regional Director under the fast-track route will also benefit from deemed RBI approval, provided they comply with the prescribed regulatory framework.