Notified Date of Section: 7/12/2016

 Effective Date: 15/12/2016

Registration of Offer of Schemes Involving Transfer of Shares. 

238. (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 3[2[1[liable to a penalty of one lakh rupees]]]


1.Substituted by the Companies (Amendment) Ordinance,2018 dated 02.11.2018

In section 238,in sub-section (3), for the words

punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees

the following words shall be substituted namely:-

liable to a penalty of one lakh rupees

2.Substituted by the Companies (Amendment) Ordinance,2019 dated 12.01.2019    [Companies (Amendment) Ordinance 2018 is repealed on 12th January 2019] 

3. Substituted by the Companies (Amendment) Act,2019 -: Effective From 02nd November 2018  [Companies (Amendment) Second Ordinance 2019 is repealed on 31st July 2019]