Chapter XV - Compromises, Arrangements and Amalgamations
Section 239
Section 239: preservation of books and papers of amalgamated companies
Section 239 requires the books and papers of a company that has been amalgamated, or whose shares have been acquired under Chapter XV, to be preserved. They cannot be disposed of without the prior permission of the Central Government.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
The books and papers of a company which has been amalgamated with, or whose shares have been acquired by, another company under this Chapter shall not be disposed of without the prior permission of the Central Government and before granting such permission, that Government may appoint a person to examine the books and papers or any of them for the purpose of ascertaining whether they contain any evidence of the commission of an offence in connection with the promotion or formation, or the management of the affairs, of the transferor company or its amalgamation or the acquisition of its shares.
Introduction
Section 239 commenced on 15 December 2016 under S.O. 3677(E). The India Code text shows no amendment and matches the 2013 Gazette.
Key takeaways
No disposal without permission
Books and papers of an amalgamated or acquired company cannot be disposed of without the Central Government’s prior permission.
Examination
Before permitting disposal, the Government may appoint a person to examine them for evidence of an offence.
Scope
Examination looks at the promotion, formation or management of the transferor company, or its amalgamation or the acquisition of its shares.
What the section requires
The books and papers of a company that has been amalgamated with, or whose shares have been acquired by, another company under Chapter XV must not be disposed of without the prior permission of the Central Government.
Before granting permission, the Central Government may appoint a person to examine the books and papers to find out whether they contain evidence of an offence in connection with the promotion or formation, or the management of the affairs, of the transferor company, or its amalgamation or the acquisition of its shares.
Practical preparation
Transfer the transferor company’s books and papers to a secure archive under the transferee’s control; exclude them from routine record-destruction schedules; and apply to the Central Government for permission before disposing of any of them.
Procedure, forms, fees and timelines for applications under this provision are set out in rules made under the Act and in the Tribunal’s procedure; check the current text of those rules, and any exemption notification for your class of company, before relying on this guide.
Practical checklist
Do
- Keep the transferor company’s records after the merger, including statutory registers and minutes.
Avoid
- Do not apply your normal retention schedule to an amalgamated company’s records without Central Government permission.
Illustrative example
Hypothetical: office consolidation after a merger
After an amalgamation, the transferee wants to clear the transferor’s old record room.
Permission
It applies to the Central Government before disposing of any of the records.
Examination
The Government may appoint a person to examine the records first.
Outcome
- The records are kept until permission is granted.
Glossary
- Books and papers
- Defined in section 2(12) to include books of account, deeds, vouchers, writings, documents, minutes and registers, whether on paper or in electronic form.
- Transferor company
- The company amalgamated into another, or whose shares have been acquired.
Frequently asked questions
Can we shred the old company’s files after a merger?
Not without the prior permission of the Central Government under section 239.
Why might the Government examine the records?
To see whether they contain evidence of an offence connected with the transferor company’s promotion, formation or management, or its amalgamation or share acquisition.
Need help applying this provision to your situation?
Contact BizeneedLast updated 12 October 2026