Section 191 — Payment to director for loss of office, etc., in connection with transfer of undertaking,

property or shares.—(1) No director of a company shall, in connection with—
(a) the transfer of the whole or any part of any undertaking or property of the company; or
(b) the transfer to any person of all or any of the shares in a company being a transfer resulting
from—
(i) an offer made to the general body of shareholders;
(ii) an offer made by or on behalf of some other body corporate with a view to a company
becoming a subsidiary company of such body corporate or a subsidiary company of its holding
company;
(iii) an offe r made by or on behalf of an individual with a view to his obtaining the right to
exercise, or control the exercise of, not less than one-third of the total voting power at any general
meeting of the company; or
(iv) any other offer which is conditional on acceptance to a given extent, receive any payment
by way of compensation for loss of office or as consideration for retirement from office, or in
connection with such loss or retirement from such company or from the transferee of such
undertaking or property, or from the transferees of shares or from any other person, not being such
company, unless particulars as may be prescribed with respect to the payment proposed to be made
by such transferee or person, including the amount thereof, have been disclosed to the members of
the company and the proposal has been approved by the company in general meeting.
(2) Nothing in sub-section (1) shall affect any payment made by a company to a managing director or
whole-time director or manager of the company by way of compensation for loss of office or as

consideration for retirement from office or in connection with such loss or retirement subject to limits or
priorities, as may be prescribed.
(3) If the payment under sub -section (1) or sub-section (2) is not approved for want of quorum either
in a meeting or an adjourned meeting, the proposal shall not be deemed to have been approved.
(4) Where a director of a company receives payment of any amount in contravention of sub-section (1)
or the proposed payment is made before it is approved in the meeting, the amount so received by the director
shall be deemed to have been received by him in trust for the company.
1[(5) If a director of the company makes any default in complying with the provisions of this section,
such director shall be liable to a penalty of one lakh rupees.]
(6) Nothing in this section shall be taken to prejudice the operation of any law requiring disclosure to