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CMA Final · Corporate and Economic Laws · Compromises, Arrangements and Amalgamations

Under the Companies Act, 2013, a scheme of merger between an Indian company and a company incorporated outside India can be undertaken only where the foreign company is incorporated in a jurisdiction that:

The foreign company must be incorporated in a jurisdiction of a country notified by the Central Government from time to time. The Act ties cross-border merger schemes to such notification, not to treaties, Commonwealth membership or SEBI approval.

  1. AHas a bilateral investment treaty with India
  2. BIs notified from time to time by the Central Government for this purposeCorrect
  3. CIs a member of the Commonwealth of Nations
  4. DIs approved by SEBI for cross-border listings

Explanation

Section 234(1) applies the Chapter on compromises and amalgamations mutatis mutandis to mergers between Indian companies and companies incorporated in jurisdictions of countries notified by the Central Government. Treaty, Commonwealth or SEBI status is not the statutory test.

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