Section 230, The Companies Act, 2009

(1) Notwithstanding any other provision of this Act orany provision in the company’s articles, the directors of a company having a share capital shall not, without the approval of a special resolution of the company– (a) sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking or of the assets of the company; (b) issue any new or unissued shares, other than treasury shares, in the company unless the shares shall first have been offered on the same terms and conditions to all the existing shareholders or to all the holders of the shares of the class or classes being issued in proportion as nearly as maybe to their existing holdings; (c) make voluntary contributions to any charitable or other funds, other than pension funds for the benefit of employees of the company or any associated company, of any amounts the aggregate of which will, in any financial year of the company, exceed Le10,000,000 or 2 per cent of the income surplus of the company at the end of the preceding financial year, whichever is the greater; but– (i) no resolution of the company shall be effective as approving of such transaction as is referred to in paragraph (a) unless it authorises in terms the specific transaction proposed by the directors; (ii) no resolution of the company shall be effective as approving of such a transaction referred to in paragraph (a) if passed more than one year before the issue of the shares unless such issue is in accordance with a scheme for the time being in force relating to the issue of shares to or for the benefit of persons bona fide in the employment of the company or any of its associated (2) Paragraph (b) of subsection (1) shall not apply to private companies. (3) Notwithstanding any other provision of this Act or in the company’s articles or in any resolution of the company in general meeting, no new or unissued shares or treasury shares shall be issued to any director or past director of the company or of any associated company or to his nominee or to any body corporate controlled by him unless the shares shall first have been offered on the same terms and conditions to all the existing shareholders or to all the holders of the shares of the class or classes being issued in proportion to their existing holdings or, in the case of a public company, to members of the public. (4) For the purposes of subsection (3), a body corporate shall be deemed to be controlled by a director if the body corporate or its directors are accustomed to act in accordance with the directions Limitations on the powers 168 169 or instructions of such director or his nominee or if at a general meeting of the body corporate such director or his nominee is entitled to exercise or control the exercise of one-third or more of the voting power. (5) Nothing in this section shall prohibit- (a) the issue of any shares under a bona fide underwriting agreement; or (b) the issue to a director at a fair price payable in cash of such shares, if any, as under the articles of the company, he is required to hold by way of share qualification. (6) Unless the company’s articles otherwise provide, the directors of a company having a share capital shall not, without the approval of a special resolution of the company, exercise the company’s power to borrow money or to charge any of its assets where the moneys to be borrowed or secured, together with the amount remaining undischarged of moneys already borrowed or secured, apart from temporary loans obtained from the company’s bankers in the ordinary course of business, will exceed the share capital for the time being of the company. (7) No person dealing with the company in good faith or registering any disposition of, or title to, property shall be concerned to see whether the conditions have been fulfilled and the provisions of Part IV shall apply to any transactions of the type referred to in sections 52 to 54 notwithstanding that such conditions have not been fulfilled. (8) In this section “treasury shares” are shares which on redemption, purchase, acquisition or forfeiture are available for reissue by the company, unless the company by alteration of its memorandum and articles cancels or re-issues such shares.