valid as on 05/04/2020

Section 234. Merger or amalgamation of company with foreign company
Effective form 13-04-2017

(1) The provisions of this Chapter unless otherwise provided under any other law for the time being in force, shall apply mutatis mutandis to schemes of mergers and amalgamations between companies registered under this Act and companies incorporated in the jurisdictions of such countries as may be notified from time to time by the Central Government:

Provided that the  may make rules, in consultation with the Reserve Bank of India, in connection with mergers and amalgamations provided under this section.

(2) Subject to the provisions of any other law for the time being in force, a , may with the prior approval of the Reserve Bank of India, merge into a company registered under this Act or vice versa and the terms and conditions of the scheme of merger may provide, among other things, for the payment of consideration to the shareholders of the merging company in cash, or in Depository Receipts, or partly in cash and partly in Depository Receipts, as the case may be, as per the scheme to be drawn up for the purpose.

Explanation.—For the purposes of sub-section (2), the expression “foreign company” means any company or  incorporated outside India whether having a place of business in India or not.

Refer rule 25A inserted after rule 25 vide Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2017 dated 13.04.2017. To view the notification,Click Here
2(43) Foreign Company means any company or body corporate incorporated outside India which,—

(a) has a place of business in India whether by itself or through an agent, physically or through   electronic mode;

(b) conducts any business activity in India in any other manner.

2(11) Body Corporate includes a company incorporated outside India, but does not include—

(i) a co-operative society registered under any law relating to co-operative societies; and

(ii) any other body corporate (not being a company as defined in this Act), which the Central Government may, by notification, specify in this behalf

Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2017 dated 13/04/2017

Enforcement Notification dated 13/04/2017

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