check list section 192

5/26/2018 Check List Section 192

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ANSAL PROPERTIES AND INFRASTRUCTURE LIMITED

Restriction on non-cash transactions involving Directors {Section 192 of the Companies Act,

2013} {New Section}

Section Particulars Checkpoints

192(1) No Company shall enter into anarrangement by which-

a) A director of the Companyor its holding, subsidiary or

associate Company or a

person connected with him

acquires or is to acquire

assets for consideration

other than cash, from theCompany; or

b) The Company acquires or isto acquire assets for

consideration other than

cash, from such director orperson so connected,

YES NO

1.Whether there is anyarrangement

2.The provisions of Section 192 shall applyif, any one of the sub-points within point

A,is YES

A) Whether the assets acquired/ to beacquired for consideration other than

cash from the Companyby:

a) Directorb) Director of its holding

Company

c) Director of its subsidiaryCompany

d) Director of its associateCompany

e) Person connected withSuch Director(s)

(mentioned in point a, b,

c and d)

OR

Whether the assets, for consideration other

than cash, are acquired/ to be acquired by

Companyfrom:

a) Directorb) Director of its holding

Company

c) Director of its subsidiaryCompany

d) Director of its associateCompany


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192(2)

Unless prior approval for such

arrangement is accorded by a

resolution of the Company in a

general meeting and if the director

or connected person is a director of

its holding company, approvalunder this sub-section shall also be

required to be obtained by passing

a resolution in general meeting of

the holding company.

The notice for approval of the

resolution by the Company or

holding Company in generalmeeting 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.

YES NO

e) Person connected withSuch Director(s) as

mentioned in point a, b,

c and d

B)where any of the sub points above isYES, check whether;

Prior approval from the

Shareholders of Company

is taken in a general meeting

by way of ORDINARY

RESOLUTION

AND

Prior approval in

General Meeting by way of

ORDINARY RESOLUTION is taken

from the shareholders of the

Holding Company where

Director/ Connected

Person is also a director of

the Holding Company,

NOTE:-

Person connected with Director is no where

defined in the Act and hence may lead to

different interpretations and various

apprehensions.

The notice of the General Meeting of the

Company/ Holding Company shall include:-

a)Particulars of arrangementb)Value of assets determined by Registered

Valuer (Section 247 of the Companies

Act, 2013)


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192(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 arrangementis 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.

YES NO

Penalty Provision

The arrangement is VOIDABLE (can be

avoided) at the option of the Company if the

said arrangement is in contravention of the

above provisions.

However the Company DOES NOThave this

option and the arrangement shall be validif

any of the following conditions are YES:-

(1)Money or theconsideration involved

in the transactioncannot be be returned/made

good

AND

Company has been

indemnified by any other

person for any loss or

damage caused

OR

(2)Any rights are acquiredbona fide for value and

without notice of the

contravention of the

provisions of this section

by any third person i.e.

apart from the Company

and parties mentioned above

Date : 16th

January, 2014

check list section 192

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