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CS Professional · Corporate Restructuring, Valuation and Insolvency · Cross Border Mergers

Meridian Holdings Pte Ltd is incorporated in Singapore and has no office or place of business in India. It wishes to merge into an Indian company under Rule 25A. Is it a 'foreign company' for section 234(2)?

Yes, Meridian is a foreign company. The Explanation to section 234 defines it as any company or body corporate incorporated outside India, whether or not it has a place of business in India, so having no Indian office does not matter.

  1. AYes, because the Explanation covers any body corporate incorporated outside India, whether or not it has a place of business in IndiaCorrect
  2. BNo, because a foreign company must have a place of business in India
  3. CNo, because only companies registered with the Registrar under Chapter XXII qualify
  4. DYes, but only if it holds shares in an Indian company

Explanation

The Explanation to section 234 defines a foreign company as any company or body corporate incorporated outside India, whether having a place of business in India or not. Meridian is incorporated in Singapore, so the lack of an Indian office is irrelevant. The option requiring an Indian place of business adds a condition the section does not contain.

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