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Section 234 Of The Companies Act 2013: Merger Or Amalgamation Of Company With Foreign Company

SECTION-234 (Merger or amalgamation of company with foreign company) under CHAPTER-XV (Compromises, Arrangements and Amalgamations) of the Companies Act, 2013

(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 Central Government 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 foreign company, 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 body corporate incorporated outside India whether having a place of business in India or not.








Extra Notes for Readers

(1) The Companies Act, 2013 received the assent of the President on the 29th August, 2013 (Published in the Gazette of India, Extraordinary, Part II - Section 1 by Ministry of Law and Justice, Legislative Department on 30th August, 2013) - link

(2) Section 234 of the Companies Act 2013 was notified by MCA Notification S.O. 1182(E) dated 13th April, 2017 (w.e.f. 13th April, 2017) - link

(3) Also refer the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (w.e.f. 15th December, 2016) - link
[Do check for any further amendments to the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]






This page was last updated on 2nd May, 2017.

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