Merger or amalgamation of company with foreign company
Section 234 of the Companies Act, 2013 deals with merger or amalgamation of company with foreign company. The provisions of this Chapter unless otherwise provided under any other law for the time being in force, shall apply mutatis mutandis to schemes of mergers and amalgamations between companies registered under this Act and companies incorporated in the jurisdictions of such countries as may be notif The Act came into force on 01 Apr 2014.
(1) The provisions of this Chapter unless otherwise provided under any other law for the time being in force, shall apply mutatis mutandis to schemes of mergers and amalgamations between companies registered under this Act and companies incorporated in the jurisdictions of such countries as may be notified from time to time by the Central Government:
Provided that the Central Government may make rules, in consultation with the Reserve Bank of India, in connection with mergers and amalgamations provided under this section.
(2) Subject to the provisions of any other law for the time being in force, a foreign company, may with the prior approval of the Reserve Bank of India, merge into a company registered under this Act or vice versa and the terms and conditions of the scheme of merger may provide, among other things, for the payment of consideration to the shareholders of the merging company in cash, or in Depository Receipts, or partly in cash and partly in Depository Receipts, as the case may be, as per the scheme to be drawn up for the purpose.
Explanation.-- For the purposes of sub-section (2), the expression foreign company means any company or body corporate incorporated outside India whether having a place of business in India or not.
Section 234, The Companies Act, 2013 (Act 18 of 2013).
Cross-references
Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.
Related judgements & precedents
These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.
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Toshiba Water Solutions Private Limited vs NA
Court's Decision & Legal Precedent
Sanctioning the amalgamation of UEM Environment Ltd (Mauritius) into an Indian transferee, the Tribunal held that Section 234 read with Rule 25A of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 permits a foreign company to merge into an Indian company with prior RBI approval, that Regulation 9 of the FEMA (Cross Border Merger) Regulations, 2018 supplies a deemed approval on a director's certificate of compliance, and that no consideration falls to be paid under Section 234(2) where the transferee already holds the entire paid-up capital of the merging company.
On this section: Applies Section 234 in an actual inbound cross-border merger, working out what the sub-section (2) requirement of RBI approval and payment of consideration means in practice and sanctioning the scheme subject to FEMA and Mauritius-law compliance.
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M/s WIPRO LIMITED, M/s WIPRO TECHNOLOGIES AUSTRIA GMBH, M/s WIPRO INFORMATION TECHNOLOGY AUSTRIA GMBH, M/s NEWLOGIC TECHNOLOGIES SARL, M/s APPIRIO INDIA CLOUD SOLUTIONS PRIVATE LIMITED vs NA
Court's Decision & Legal Precedent
On a first-motion application under Sections 230 to 232 read with Section 234 for the amalgamation of Austrian and French transferor companies into Wipro Limited, the Tribunal took on record the Registrar of Companies' report that Section 234(1) applies Chapter XV mutatis mutandis to mergers with companies incorporated in notified jurisdictions and that Section 234(2) with Rule 25A requires prior RBI approval, together with the company secretary's affidavit of compliance and the FEMA (Cross Border Merger) Regulations application, and proceeded to direct the shareholders' and creditors' meetings.
On this section: Shows the Section 234 compliance the Tribunal requires to be demonstrated at the first-motion stage of a cross-border scheme before meeting directions will issue.
The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.
Made under this section, and citing it
1 instrument states that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.
Another 2 instruments name this provision in its title or its text without being made under it.
Questions about Section 234
What have the courts held on Section 234 of the Companies Act?
Toshiba Water Solutions Private Limited vs NA (02 Aug 2022) is the leading judgment on this section among those set out below: Applies Section 234 in an actual inbound cross-border merger, working out what the sub-section (2) requirement of RBI approval and payment of consideration means in practice and sanctioning the scheme subject to FEMA and Mauritius-law compliance. Another 1 judgment on this section is set out below. They run from 2018 to 2022.
How do I find court cases under Section 234 of the Companies Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 234, section 234 Companies Act, section 234 of the Companies Act. People searching for it also type companies act 2006 section 234. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 2 reported judgments on this section are set out on this page, beginning with Toshiba Water Solutions Private Limited vs NA (02 Aug 2022).
What should I read with Section 234 of the Companies Act, and has it changed?
2 other provisions in this corpus refer back to it. The rules and notifications made under it are where it actually bites, and there is one: most recently Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2017 (2017).
When did Section 234 of the Companies Act come into force?
Section 234 of the Companies Act, cited as Companies Act 234, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.
Other sections of this Act
- 2. Definitions5089 words
- 143. Powers and duties of auditors and auditing standards1867 words
- 230. Power to compromise or make arrangements with creditors and members1432 words
- 232. Merger and amalgamation of companies1416 words
- 149. Company to have Board of Directors1403 words
- 217. Procedure, powers, etc., of inspectors1390 words
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 14 Oct 2026. This page is not a substitute for legal advice.