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

Veda Pharma Ltd, registered in India, wants to merge with Alpine Biotech AG, a company incorporated in a jurisdiction. Which statement best reflects the Companies Act, 2013 on the schemes of mergers between Indian and foreign companies?

The merger provisions apply mutatis mutandis to schemes between an Indian company and a foreign company only where the foreign company is incorporated in a jurisdiction of a country notified by the Central Government. Notification is the condition, not place of business or the direction of the merger.

  1. AChapter provisions apply mutatis mutandis only to mergers with companies incorporated in jurisdictions of countries notified by the Central GovernmentCorrect
  2. BThe provisions apply automatically to a merger with a company from any country in the world without notification
  3. CThe provisions apply only if the foreign company has a place of business in India
  4. DThe provisions apply only if the Indian company is the transferee company

Explanation

Section 234(1) applies the merger Chapter mutatis mutandis to schemes between Indian companies and companies incorporated in jurisdictions of countries notified by the Central Government. Option B ignores the notification requirement. Place of business in India is irrelevant, and the Indian company may be either transferor or transferee.

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