MCA notifies the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2024.
MCA prescribes conditions for merger or amalgamation when the transferor foreign company incorporated outside India is a holding company and the transferee Indian company is a wholly owned subsidiary company incorporated in India
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 9th September, 2024
G.S.R. 555 (E).— In exercise of the powers conferred by sub-sections (1) and (2) of section 469 read with sections 233 and 234 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, namely :-
1. (1) These rules may be called the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2024.
(2) They shall come into force from the 17th day of September, 2024.
2. In the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, in rule 25A, after sub-rule (4), the following sub-rule shall be inserted, namely: –
“(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.”.
[F. No. 2/31/CAA/2013 – CL.V Part]
MANOJ PANDEY, Addl. Secy.
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