Section 192 - Restriction on non-cash transactions involving directors

Restriction on non-cash transactions involving directors requires prior shareholder approval and registered valuer valuation for such arrangements.

Restriction on non-cash transactions involving directors prohibits a company from entering arrangements where a director or a person connected with a director and the company exchange assets for consideration other than cash without prior approval by a resolution in the general meeting; holding company approval is also required if the connected person is a director of the holding company. The meeting notice must include arrangement particulars and asset values certified by a registered valuer. Contravening arrangements are voidable by the company, except where restitution is impossible with indemnification or where rights have been acquired bona fide for value without notice.