Section 235, The Companies Act, 2009

(1) Notwithstanding any provision in the company’sarticles, a director shall not, without the consent of the company place himself in a position in which his duty to the company conflicts or may conflict with his personal interests or his duties to other persons, and in particular, without such consent a director shall not- (a) use for his own advantage any money or property of the company or any confidential information or special knowledge obtained by him in his capacity as director; (b) be interested directly or indirectly, otherwise than merely as a shareholder or debenture holder in a public company, in any business which competes with that of the company; (c) be personally interested, directly or indirectly, in any contract or other transaction entered into by the company except as provided for by this Act. (2) A director shall not, in the course of the management of the company or in the utilisation of the company’s property, make any secret profit or gain or other unauthorised benefits. (3) A director shall be accountable to the company for any secret profit or any other unauthorised benefits derived by him contrary to subsection (2). (4) The inability or unwillingness of the company to perform any functions or duties under its articles and memorandum shall not constitute a defence to any breach of duty of a director under this Act. (5) The duty not to use confidential information shall not cease where a director or an officer has resigned from the company, and he shall still be accountable and can be restrained by an injunction from misusing the information received by virtue of his previous position. Directors as trustees and agents of Exercise of directors’ power. Conflict of duty and interest. 172 173