Companies Act Section 238 — Registration of offer of schemes involving transfer of shares
CHAPTER XV COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
Commercial / Corporate
Summary
Sub-section (1) sets out the requirements for every offer of a scheme or contract that involves transferring shares in the transferor company to the transferee company under section 235. Under clause (a), every circular containing the offer and the recommendation by the transferor company's directors to accept it must be accompanied by the information and in the manner that is prescribed. Under clause (b), every such offer must include a statement by or on behalf of the transferee company disclosing the steps it has taken to ensure that necessary cash will be available. Under clause (c), every such circular must be presented to the Registrar for registration, and no circular may be issued until it is so registered.
The proviso to sub-section (1) states that the Registrar may refuse to register any such circular if it does not contain the information required under clause (a), or if it sets out that information in a manner likely to give a false impression. The Registrar must record the reasons for the refusal in writing, and must communicate the refusal to the parties within thirty days of the application.
Sub-section (2) provides that an appeal may be made to the Tribunal against an order of the Registrar refusing to register any circular under sub-section (1).
Sub-section (3) states that a director who issues a circular that has not been presented for registration and registered under clause (c) of sub-section (1) shall be liable to a penalty of one lakh rupees.
Official Text
(1) 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,—
(a) 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 may be prescribed;
(b) 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
(c) every such circular shall be presented to the Registrar for registration and no such circular shall be issued until it is so registered:
Provided that the Registrar 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.
(2) An appeal shall lie to the Tribunal against an order of the Registrar refusing to register any circular under sub-section (1).
(3) The director who issues a circular which has not been presented for registration and registered under clause (c) of sub-section (1), shall be 1[liable to a penalty of one lakh rupees.]