"A company may merge with a Foreign Company, only if it is incorporated in any of the Jurisdictions specified under Rule 25A, of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016." Specify these jur

CS Professional · Corporate Restructuring, Insolvency, Liquidation & Winding-up · PYQS · June 2022
"A company may merge with a Foreign Company, only if it is incorporated in any of the Jurisdictions specified under Rule 25A, of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016." Specify these jurisdictions.

Answer & Explanation:

A company may merge with a foreign company incorporated in any of the jurisdiction specified in Rule 25A(2)(a) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 after obtaining prior approval of the Reserve Bank of India and after complying with provisions of Sections 230 to 232 of the Companies Act, 2013 and these rules. The Transferee Company shall ensure that valuation is conducted by valuers who are members of a recognized professional body in the jurisdiction of the transferee company and further that such valuation is in accordance with internationally accepted principles on accounting and valuation. A declaration to this effect shall be attached with the application made to Reserve Bank of India for obtaining its approval under Rule 25A (2) (a). The concerned company shall file an application before the Tribunal as per provisions of section 230 to section 232 of the Act and these rules after obtaining specified approvals. Jurisdictions specified are as under: whose securities market regulator is a signatory to International Organization of Securities Commission's Multilateral Memorandum of Understanding (Appendix A Signatories) or a signatory to bilateral Memorandum of Understanding with SEBI, or whose central bank is a member of Bank for International Settlements (BIS), and a jurisdiction, which is not identified in the public statement of Financial Action Task Force (FATF) as: a jurisdiction having a strategic Anti-Money Laundering or Combating the Financing of Terrorism deficiencies to which counter measures apply; or a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the Financial Action Task Force to address the deficiencies.

Topics: Corporate Restructuring

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