Cos 192 — Restriction on non-cash transactions involving directors

Companies Act, 2013

Statutory text

(1) No company shall enter into an arrangement by which—
(a) a director of the company or its holding, subsidiary or associate company or a person connected with him acquires or is to acquire assets for consideration other than cash, from the company; or (b) the company acquires or is to acquire assets for consideration other than cash, from such director or person so connected, unless prior approval for such arrangement is accorded by a resolution of the company in general meeting and if the director or connected person is a director of its holding company, approval under this               sub-section  shall  also  be  required  to  be  obtained  by  passing  a  resolution  in  general  meeting  of  the  holding company.
(2) The notice for approval of the resolution by the company or holding company in general meeting under  sub-section  (1) shall  include  the  particulars  of the  arrangement  along  with  the  value  of  the  assets involved in such arrangement duly calculated by a registered valuer.
(3)  Any  arrangement  entered  into  by  a  company  or  its  holding  company  in  contravention  of  the provisions of this section shall be voidable at the instance of the company unless—
(a)  the  restitution  of  any  money or  other  consideration  which  is  the  subject  matter  of  the arrangement is no longer possible and the company has been indemnified by any other person for any loss or damage caused to it; or (b)  any  rights  are  acquired bona  fide for  value  and  without  notice of  the  contravention  of  the provisions of this section by any other person.

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