Elucidate the requirement of registration of offer of schemes involving transfer of shares under the Companies Act, 2013.

CS Professional · Corporate Restructuring, Insolvency, Liquidation & Winding-up · PYQS · December 2019
Elucidate the requirement of registration of offer of schemes involving transfer of shares under the Companies Act, 2013.

Answer & Explanation:

Mode of registration of offer of schemes or contract involving the transfer of shares are provided under section 238 (1) of the Companies Act, 2013 (the Act). It states that 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 of the Act: (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. Section 238(2) of the Act states that an appeal shall lie to the Tribunal against an order of the Registrar refusing to register any circular under sub-section (1) of section 238 of the Act. Section 238(3) of the Act states that the director who issues a circular which has not been presented for registration and registered under clause (c) of sub-section (1) of section 238 of the Act, shall be liable to a penalty of one lakh rupees.

Topics: Corporate Restructuring

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