Cos 234 — Merger or amalgamation of company with foreign company

Companies Act, 2013

Statutory text

(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.

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