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 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,






YES NO

1. Whether there is any
arrangement

2. The provisions of Section 192 shall apply
if, any one of the sub-points within point
A, is YES

A) Whether the assets acquired/ to be
acquired for consideration other than
cash from the Company by:

a) Director

b) Director of its holding
Company

c) Director of its subsidiary
Company

d) Director of its associate
Company

e) Person connected with
Such 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
Company from:

a) Director

b) Director of its holding
Company

c) Director of its subsidiary
Company

d) Director of its associate
Company
ANSAL PROPERTIES AND INFRASTRUCTURE LIMITED
































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, approval
under 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 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.


YES NO

e) Person connected with
Such Director(s) as
mentioned in point a, b,
c and d


B) where any of the sub points above is
YES, 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 arrangement
b) Value of assets determined by Registered
Valuer (Section 247 of the Companies
Act, 2013)



ANSAL PROPERTIES AND INFRASTRUCTURE LIMITED


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 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.







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 NOT have this
option and the arrangement shall be valid if
any of the following conditions are YES:-

(1) Money or the
consideration involved
in the transaction
cannot 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 acquired
bona 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 : 16
th
January, 2014