Board of Directors of ABC Ltd. is evaluating merger of ABC Ltd. into its holding company MNP Ltd. which is registered in British Virgin Islands. Chief Financial Officer of ABC Ltd. has highlighted that under the provisio
CS Executive · Company Law · PYQS · December 2019
Board of Directors of ABC Ltd. is evaluating merger of ABC Ltd. into its holding company MNP Ltd. which is registered in British Virgin Islands. Chief Financial Officer of ABC Ltd. has highlighted that under the provisions of the Companies Act, 2013, only a foreign company can amalgamate into an Indian company; therefore, an Indian company cannot amalgamate into a foreign company. Advise the Board of directors in light of the provisions of the Companies Act, 2013 and Rules framed thereunder.
Answer & Explanation:
Rules 25A of the Companies (Compromise, Arrangement and Amalgamation) Rule, 2014 provides for Merger or amalgamation of a foreign company with a Company and vice versa. Rule 25A (2) provides that a company may merge with a foreign company incorporated in any of the jurisdictions specified in Annexure B of the aforesaid Rule 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 Companies (Compromise, Arrangement and Amalgamation) Rule, 2014. The British Virgin Island is one of the Jurisdiction covered under the Annexure B of the Companies (Compromise, Arrangement and Amalgamation) Rule, 2014 and hence, an Indian company ABC Ltd. is allowed to amalgamate into a foreign company MNP Ltd. which is registered in British Virgin Islands.
Topics: Compromises, Arrangements and Amalgamations
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