The period of 10 years is over from taking over X Ltd. (the transferor company) by Y Ltd. (the transferee company) by acquiring its shares and hence, a Board resolution has been passed by the transferee company in the me
CS Executive · Company Law and Practice · PYQS · December 2023
The period of 10 years is over from taking over X Ltd. (the transferor company) by Y Ltd. (the transferee company) by acquiring its shares and hence, a Board resolution has been passed by the transferee company in the meeting held in June, 2023 to destroy the books and papers (the record) of the transferor company considering the provisions relating to preservation of books of account of the company for 8 years. Referring to the provisions of the Companies Act, 2013, Decide the validity of the decision of the Board of the transferee company.
Answer & Explanation:
As per Section 239 of the Companies Act, 2013, the books and papers of a company which has been amalgamated with, or whose shares have been acquired by, another company under this Chapter (Chapter XV Compromises, Arrangements and Amalgamations) 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. Hence, the decision of the Board of directors of Y Ltd. is not valid. For disposal of record of the transferor company the transferee company should obtain the prior permission of the Central Government to be granted after following the procedure laid down under section 239 explained above.
Topics: Company Law
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