• Mayank Upadhyay

Section 238 & Section 239 Of Companies Act 2013

Updated: Jun 23


Introduction:

The books and papers of a company which has been amalgamated with, or whose shares have been acquired by, another company under this chapter shall not be disposed of without the prior permission of the central Government and before granting such permission, that Government may appoint a person to examine the books and papers or any of them for the purpose of ascertaining whether they contain any evidence of the commission of an offence in connection with the promotion or formation.

Section 238: Registration of offer of schemes involving transfer of shares

In relation to every offer of a scheme or contract involving the transfer of shares or any class of shares in the transferor company to the transferee company under section 235,


Every circular containing such offer and recommendation to the members of the transferor company by its directors to accept such offer shall be accompanied by such information and in such manner as prescribed in Rule 28.


Every such offer shall contain a statement by or on behalf of the transferee company, disclosing the steps it has taken to ensure that necessary cash will be available; and


Every such circular shall be presented to the Register for registration and no such circular shall be issued until it is so registered;


Provided that the Register may refuse, for reasons to be recorded in writing, to register any such circular Which does not contain the information required to be given under clause (a) or which sets out such information in a manner likely to give a false impression, and communicate such refusal to the parties within thirty days of the application.


An appeal shall be lie to the Tribunal against an order of the Register any circular under sub-section (1).

The director who issues a circular which has not been presented for registration and registered under clause (c) of sub-section (1), shall be liable to penalty of one lakh rupees.

Section 239: Preservation of books and papers of amalgamated companies


The books and papers of a company which has been amalgamated with, or whose shares have been required by, another company under this Chapter shall not be disposed of without the prior permission of the Central Government and before granting such permission, that Government may appoint a person to examine the books and papers or any of them, for the purpose of ascertaining whether they contain any evidence of the commission of an offence in connection with the promotion or formation, or the management of the affairs, of the transferor company or its amalgamation or the acquisition of its shares.


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