Restriction on non-cash transactions involving directors
📚 Law Minded summary
A company cannot enter into an arrangement to buy an asset from a director, or sell one to them, for consideration other than cash, unless the members approve it in general meeting.
The same applies to directors of the holding, subsidiary or associate company, and to people connected with them. The notice of the meeting must include a valuation of the asset by a registered valuer.
An arrangement made without approval is voidable at the company's option.
cash transactions involving directors.— (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 mee ting 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.
All sections in Chapter XII — Meetings of Board and Its Powers