How does the Companies Act, 2013 regulate and restrict the following: (i) Non-cash transactions involving directors in a company where the company acquires land and building from these directors. (ii) Managing Director o
CS Professional · Advanced Company Law and Practice · PYQS · June 2016
How does the Companies Act, 2013 regulate and restrict the following: (i) Non-cash transactions involving directors in a company where the company acquires land and building from these directors. (ii) Managing Director of Strong Ltd. enters into forward dealing in securities of the company in which he is the Managing Director.
Answer & Explanation:
(i) Non-cash transactions involving directors In accordance with the provisions of the Companies Act, 2013, as contained in Section 192(1), without the prior approval of the company in a general meeting, a company will not enter into an arrangement by which: 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 The company acquires or is to acquire assets for consideration other than cash, from such director or person so connected If the director or connected person is a director of the holding company, an approval will also be required by passing a resolution in the general meeting of the holding company. (ii) Managing Director entering into forward dealing in securities Section 194(1) provides that no director of a company or any of its KMP shall buy in the company; or in its holding, subsidiary or associate company- a right to call for delivery or a right to make delivery at a specified price and within a specified time, of a specified number of relevant shares or a specified amount of relevant debentures; or a right, as he may elect, to call for delivery or to make delivery at a specified price and within a specified time, of a specified number of relevant shares or a specified amount of relevant debentures. If a director or any KMP of the company contravenes these provisions of sub-section (1), such director or KMP shall be punishable with imprisonment for a term which may extend to 2 years or with fine which shall not be less than ₹1 lakh but may extend to ₹5 lakh or with both.
Topics: Directors
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