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.
Legal Commentary & Landmark Judgments: Section 239
Section 239 of the Companies Act, 2013 prohibits the destruction or disposal of books and papers of amalgamated companies without prior permission of the Central Government, preventing the intentional destruction of evidence of pre-merger corporate offenses.
In post-merger integration, corporate secretarial and legal teams must segregate and preserve all physical and electronic books of account, statutory registers, and minute books of the dissolved transferor company. Never destroy transferor records even after the lapse of the general eight-year retention period under Section 128 without obtaining formal written sanction from the Central Government (Regional Director) under Section 239, as unauthorized disposal triggers criminal liability.