Cross-Border Merger Framework In India: Limited Efficacy?

The Ministry of Corporate Affairs ("MCA") notified Section 234 of the Companies Act, 2013, as amended (the "Companies Act"), and Rule 25A of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, as amended (the "Companies Merger Rules"), on April 13, 2017, to permit merger and amalgamation of a foreign company with and into an Indian company and vice versa. Further, the Reserve Bank of India ("RBI") notified the Foreign Exchange Management (Cross Border Merger) Regulations, 2018, as amended ("FEMA Merger Regulations"), on March 20, 2018, to address the gaps in the existing framework from a foreign exchange perspective.

Key provisions under the Companies Act