HDFC-HDFC Bank merger: NCLT gives nod to hold shareholders' meet

The National Company Law Tribunal (NCLT) has given its nod for holding a shareholders' meeting for obtaining approval for the proposed merger of HDFC with HDFC Bank.

The shareholder meeting will be convened on November 25, 2022 for the purpose of considering and approving the Scheme of Amalgamation, HDFC said in a regulatory filing on Friday.

HDFC Ltd has also received approval from the Securities and Exchange Board of India (Sebi) for transfer of HDFC Property Ventures Limited (HPVL), a wholly-owned subsidiary, to HDFC Bank.

Termed as the biggest transaction in India's corporate history, HDFC Bank on April 4 agreed to take over the biggest domestic mortgage lender in a deal valued at about USD 40 billion, creating a financial services titan.

The deal has got in-principle approval from the stock exchanges, Reserve Bank of India (RBI), Sebi, Pension Fund Regulatory and Development Authority (PFRDA) and Competition Commission of India (CCI).

The proposed entity will have a combined asset base of around Rs 18 lakh crore. The merger is expected to be completed by the second or third quarter of FY24, subject to regulatory approvals.

Once the deal is effective, HDFC Bank will be 100 per cent owned by public shareholders, and existing shareholders of HDFC will own 41 per cent of the bank.

Every HDFC shareholder will get 42 shares of HDFC Bank for every 25 shares held.

Following the merger, the combined balance sheet will be Rs 17.87 lakh crore and the net worth will be Rs 3.3 lakh crore, as of the December 2021 balance sheet.

As of April 1, 2022, the market capitalisation of HDFC Bank was Rs 8.36 lakh crore (USD 110 billion) and that of HDFC Rs 4.46 lakh crore (USD 59 billion).

Post-merger HDFC Bank will be twice the size of ICICI Bank, which is the third-largest lender now.