valid as on 17/10/2018

Section 238. Registration of offer of schemes involving transfer of shares
Effective from 15-12-2016

(1) In relation to every offer of a scheme or contract involving the transfer of 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 of the transferor company by its   to accept such offer shall be accompanied by such information and in such manner ;

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

2(84) Share means a share in the share capital of a company and includes stock
2(55) Member, in relation to a company, means—

(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;

(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;

(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository

2(34) Director means a director appointed to the Board of a company
Refer rule 28 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. To view the rule,Click Here
2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act
Refer rule 29 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. To view the rule,Click Here
2(90) Tribunal means the National Company Law Tribunal constituted under section 408

15.1.28- Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

28. Circular containing scheme of amalgamation or merger.— (1) For the purposes of clause (a) of sub-section (1) of section 238 of the Act, every circular containing the offer of scheme or contract involving transfer of shares or any class of shares and recommendation to the members of the transferor company by its directors to accept such offer, shall be accompanied by such information as set out in

(2) The circular shall be presented to the Registrar for registration.

To view the return,Click Here

15.1.29- Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

29. Appeal under sub-section (2) of section 238 of the Act.— Any aggrieved party may file an appeal against the order of the Registrar of Companies refusing to register any circular under sub-section (2) of section 238 of the Act and the said appeal shall be in the (appended in the National Company Law Tribunal Rules, 2016) supported with an affidavit in the (appended in the National Company Law Tribunal Rules, 2016).

SCHEDULE OF FEES
S. No.Sections of the
Companies Act, 2013
Rule
Number
Nature of application or petitionFees
1Sub-section (1) of section 2303 (1)Application for compromise arrangement and amalgamation.Rs. 5,000/-
2Sub-section (2) of section 235Application by dissenting shareholdersRs. 1,000/-
3Sub-section (2) of section 23829Appeal against order of Registrar refusing to register any circular.Rs. 2,000/-

To view the return,Click Here
To view the return,Click Here

Enforcement Notification S.O. 3677(E) dated 07/12/2016


Form NCLT 6- General Affidavit Verifying Petition


Form NCLT 9- General Application to the tribunal


Form No CAA.15- Information to be furnished along with circular in relation to any scheme or contract involving the transfer of shares or any class of shares in the transferor company to the transferee company


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