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

Zenith Pte Ltd, a company incorporated in Singapore with no office or place of business in India, proposes to merge into Bharat Components Ltd, an Indian company. For the cross-border merger provision in the Companies Act, 2013, how is Zenith classified?

Zenith is a foreign company. Section 234 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 does not remove it from the definition.

  1. ANot a foreign company, because it has no place of business in India
  2. BA foreign company, because the term covers any body corporate incorporated outside India whether or not it has a place of business in IndiaCorrect
  3. CA foreign company only if it has registered with the Registrar as an overseas company
  4. DA foreign company 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. Zenith is incorporated in Singapore, so it qualifies. Option A adds a place-of-business test the definition expressly excludes.

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