Section 238 of the Companies Act, 2013
Section 238 of the Companies Act, 2013 – Registration of Offer of Schemes Involving Transfer of Shares
🔹 Objective:
Section 238 ensures transparency and regulatory oversight when a company makes an offer for acquiring shares or control of another company through a scheme or contract under Section 235 (Power to acquire shares of dissenting shareholders).
✅ Key Provisions:
When a company makes an offer under Section 235 (for takeover or acquisition of shares):
The offer or scheme must be accompanied by prescribed disclosures, which include:
Details of the offer,
Terms and conditions,
Valuation report, and
Any other prescribed information.
A copy of the offer must be filed with the Registrar of Companies (ROC) at the same time when the offer is sent to shareholders.
📌 Purpose:
To ensure regulatory compliance,
Protect the interests of shareholders, especially minority or dissenting shareholders,
Maintain transparency in share acquisition processes.
🔍 Related Sections:
Section 235 – Power to acquire shares of dissenting shareholders.
Section 236 – Purchase of minority shareholding.
Section 239 – Preservation of books and papers of amalgamated companies.
🧾 Summary Table:
| Item | Description |
|---|---|
| Section type | Procedural |
| Applicable when | Offer made under Section 235 |
| Filing required | Yes, with ROC |
| Purpose | Ensure transparency in acquisition offers |
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