Rule 25A - Merger or amalgamation of a foreign company with a Company and vice versa - Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

1 [ 25A. Merger or amalgamation of a foreign company with a Company and vice versa. (1) A foreign company incorporated outside India may merge with an Indian company after obtaining prior approval of Reserve Bank of India and after complying with the provisions of sections 230 to 232 of the Act and these rules. 2. (a) A company may merge with a foreign company incorporated in any of the jurisdictions specified in Annexure B after obtaining prior approval of the Reserve Bank of India and after complying with provisions of sections 230 to 232 of the Act and these rules. (b) The transferee company shall ensure that valuation is conducted by valuers who are members of a recognised 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 clause (a) of this sub-rule. (3) 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 approvals specified in sub-rule (l) and sub-rule (2), as the case may be. 2 [ (4) Notwithstanding anything contained in sub-rule (3), in case of a compromise or an arrangement or merger or demerger between an Indian company and a company or body corporate which has been incorporated in a country which shares land border with India, a declaration in Form No. CAA-16 shall be required at the stage of submission of application under section 230 of the Act. ] 3 [ (5) Where the transferor foreign company incorporated outside India being a holding company and the transferee Indian company being a wholly owned subsidiary company incorporated in India, enter into merger or amalgamation, (i) both the companies shall obtain the prior approval of the Reserve Bank of India; (ii) the transferee Indian company shall comply with the provisions of section 233; (iii) the application shall be made by the transferee Indian company to the Central Government under section 233 of the Act and provisions of rule 25 shall apply to such application; and (iv) the declaration referred to in sub-rule (4) shall be made at the stage of making application under section 233 of the Act. ] Explanation 1. - For the purposes of this rule the term company means a company as defined in clause (20) of section 2 of the Act and the term foreign company means a company or body corporate incorporated outside India whether having a place of business in India or not: Explanation 2. - For the purposes of this rule, it is clarified that no amendment shall be made in this rule without consultation of the Reserve Bank of India.] ************ NOTES:- 1. Inserted vide F. No. 1/37/2013 CL.V - Dated 13-4-2017 2. Inserted vide Notification No. G.S.R. 401(E) dated 30-05-2022 3. Inserted vide Notification No. G.S.R. 555 (E) dated 09-09-2024 w.e.f. 17-09-2024