Section 239 of the Companies Act, 2013
Section 239 of the Companies Act, 2013 – Preservation of Books and Papers of Amalgamated Companies
📘 Overview:
Section 239 provides that when a company has been amalgamated (i.e., merged) under an order of the Tribunal (NCLT), certain books and papers of the amalgamated company must be preserved.
✅ Key Provision:
Where an order has been made under Section 232 (Compromise or arrangement involving amalgamation), the books and papers of the amalgamated company (i.e., the company which ceases to exist) shall not be disposed of without the prior permission of the Central Government.
🔒 Purpose:
To ensure that the records of the amalgamated (merged) company are preserved in case:
There are pending investigations
Legal issues or liabilities need reference
Financial or legal compliance audits are required
⚖️ Who grants permission for disposal?
👉 The Central Government (i.e., MCA) must be approached before destroying any records of the amalgamated company.
📜 Linked Sections:
Section 232 – Merger and amalgamation of companies
Section 239 ensures that documents of the company that ceased to exist are not prematurely destroyed
🎯 Objective:
To safeguard important records of a dissolved company post-merger, ensuring that there is legal and regulatory continuity.
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