Section 236, The Companies Act, 2009

(1) For the purposes of section 235, the company shallnot be deemed to have consented unless after full disclosure of extent of any interest of the directors, the transaction concerned shall have been specifically authorised by the company either by a resolution which shall have been supported by all the members of the company entitled to attend and vote at a general meeting or by a special resolution at a general meeting at which neither the director concerned nor the holders of any shares in which he is beneficially interested, either directly or indirectly, shall have voted as members on such resolution. (2) Consent in accordance with subsection (1) shall be given before the occurrence of the transaction to which it relates; and a resolution of the company ratifying a transaction or series of related transactions which has already taken place shall not be effective for the purposes of subsection (1) unless it was passed not later than 15 months after the date when the transaction or first of such transactions took place.