COMPANIES ACT - 1963 (ACT 179)

    Section - 211 - Payments to Directors for Loss of Office or on Transfer of the Company's Undertaking

    (1) It shall not be lawful for a company to make to any director or former director of the company or any associated company any payment by way of compensation for loss of any office in the company or any associated company, or as consideration for or in connection with his retirement from office, without particulars with respect to the proposed payment, including the amount thereof, being disclosed to the members of the company and the proposal being approved by an ordinary resolution of the company agreed to or passed in the manner provided by section 206 of this Code.

    (2) It shall not be lawful for any payment to be made, whether by the company or otherwise, to any director or former director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company or any associated company, whether such payment is expressed to be by way of compensation for loss of office or otherwise, unless particulars with respect to the proposed payment, including the amount thereof have been disclosed to the members of the company and the proposal approved by an ordinary resolution of the company agreed to or passed in the manner provided by section 206 of this Code.

    (3) If any payment shall be made in contravention of this section the amount thereof shall be deemed to be money of the company used by a director for his own advantage within the meaning of section 205 of this Code.