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CS Professional · Corporate Restructuring, Valuation and Insolvency · Fast Track Mergers

Orion Holdings is incorporated in a country outside India and has no office or place of business in India. Sundaram Foods Ltd, an Indian company, wishes to merge into it under Section 234(2). Is Orion a 'foreign company' for this sub-section?

Orion is a foreign company for Section 234(2). The Explanation defines the term as any company or body corporate incorporated outside India, whether or not it has a place of business in India. Having no Indian office is therefore irrelevant to the definition.

  1. ANo, because a foreign company must have a place of business in India
  2. BNo, because it is a body corporate and not a company
  3. CYes, but only if it has a branch registered with the Registrar
  4. DYes, because any company or body corporate incorporated outside India is covered, whether or not it has a place of business in IndiaCorrect

Explanation

The Explanation to Section 234 defines foreign company as any company or body corporate incorporated outside India whether having a place of business in India or not. So lack of an Indian place of business does not take Orion out of the definition.

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