Amended and updated notes on section 234 of Companies Act 2013. Detail discussion on provisions and rules related to merger or amalgamation of company with foreign company.
Chapter XV (Sections 230–240) of the Companies Act, 2013 (CA 2013) deals with the provisions related to Compromises, Arrangements and Amalgamations. Section 234 of CA 2013 provides for merger or amalgamation of company with foreign company.
Recently, we have discussed in detail section 233 (Merger and amalgamation of certain companies) of CA 2013. Today, we learn the provisions of section 234 of Companies Act 2013.
The provisions of section 234 are effective from 13-April-2017. You may refer Notification No. S.O. 1182(E) issued dated 13-04-2017. In this article, you will learn detail of the provisions of section 234 of the Companies Act 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
| Name of Act | The Companies Act 2013 |
|---|---|
| Enacted by | Parliament of India |
| Administered by | Ministry of Corporate Affairs (MCA) |
| Number of Chapters | 29 |
| Number of Sections | 484 (470-43+57) |
| Number of Schedules | 7 |
| You are reading: | |
| Chapter No. | XV |
| Chapter Name | Compromises, Arrangements and Amalgamations |
| Section No. | 234 |
| Section Name | Merger or amalgamation of company with foreign company |
| Monthly Updated Edition | Company Law PDF |
Section 234 of Companies Act 2013: Merger or amalgamation of company with foreign company
Section 234 shall come into force on 13th April, 2017 vide Notification No. S.O. 1182(E) dated 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 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.