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of <h1>Section 238 of Companies Act: Share Transfer Offers Must Register Circulars with Registrar; Penalty for Non-Compliance.</h1> Section 238 of the Companies Act, 2013, mandates that any offer involving the transfer of shares between a transferor and transferee company must include a circular with prescribed information and a statement from the transferee company ensuring cash availability. This circular must be registered with the Registrar before issuance. The Registrar can refuse registration if the circular lacks required information or presents it misleadingly, with the right to appeal to the Tribunal. Directors issuing unregistered circulars face a penalty of one lakh rupees, as amended in 2019.
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