law: Companies Act, 2013 
  238.
  
    Registration
  
  of offer of schemes involving transfer of shares.
  1.      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,Ś
  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.
  1.     
  2.      An appeal shall lie
  
  to the Tribunal 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.