September 12, 2026

Section 192. Restriction on non-cash transactions involving directors – Companies Act, 2013

Section 192. Restriction on non-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 connected person,

unless prior approval is accorded by a resolution of the company in general meeting and, where the director or connected person is a director of its holding company, by a resolution in general meeting of the holding company.

(2) The notice for approval shall include particulars of the arrangement and the value of the assets involved, duly calculated by a registered valuer.

(3) An arrangement entered into in contravention of this section shall be voidable at the instance of the company, subject to the statutory exceptions protecting bona fide rights and circumstances where restitution is no longer possible and the company has been indemnified.