The Reverse Merger Republic: Piramal Finance, DHFL, and the Architecture of Cunning Capitalism
This article examines the DHFL resolution and Piramal Group’s subsequent restructuring as a paradigmatic case of contemporary financial consolidation in India, tracing how regulatory design, corporate strategy, and state-enabled mechanisms converged to produce an outcome that is legally final yet institutionally opaque. It analyses the RBI’s supervisory–administrative dual role, the CoC’s opacity, the judiciary’s tendency toward implied finality, and the structural conflicts that limited independent scrutiny during the insolvency process. The paper then situates Piramal’s rare reverse merger—where the listed parent (PEL) was absorbed into its regulated lending subsidiary (PFL)—as a decisive act executed amidst pending appeals, effectively embedding DHFL-acquired assets inside a newly listed NBFC-ICC. The listing-by-merger, driven by upper-layer regulatory requirements, market optics, and corporate consolidation goals, is shown to function not merely as compliance but as a strategic reorganisation that consolidates control, complicates retrospective accountability, and reconfigures contested assets into an ostensibly neutral balance sheet. By synthesising legal, regulatory, financial and political-economy perspectives, the article argues that the Piramal–DHFL arc reveals a wider architecture of contemporary consolidation—one in which regulatory frameworks, capital markets, and corporate power align to enable irreversible restructurings under conditions of weakened transparency and constrained avenues for redress.
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