Section 240: If a director commits any breach of his duties under sections

233, 234 and 235– (a) the director and any other person who knowingly participated in the breach shall be liable to compensate the company for any loss it suffers as a result of the breach; (b) the director shall account to the company for any profit made by him as a result of the breach; and (c) any contract or other transaction entered into between the director and the company in breach of the duties may be rescinded by the 246. to restrain a threatened breach of any duty under sections 234 and 235 or to recover from any director of the company property of the company may be instituted by the company or any member of (2) Proceedings may be instituted by the company on the authority of the board of directors or of any receiver and manager or liquidator of the company, or of an ordinary resolution of the company which shall either have been agreed to by all the members of the company entitled to attend and vote at a general meeting or have been passed at a general meeting. (3) After an investigation of the affairs of the company, proceedings may also be instituted in the name of the company by (4) Where proceedings are instituted by a member he shall sue in a representative capacity on behalf of himself and all other members, except any members that are defendants to the action, and shall join the company as a defendant. (5) The court, on the application of any defendant, may stay proceedings by such member if satisfied that, in all the circumstances, including his participation in the transaction complained of and the circumstances in which he became a member, it is inequitable that he should be allowed to have the conduct of the action and may, if it thinks fit order such member to give security for payment of the costs of the defendants and may direct that the action or any part of it shall be heard in chambers. (6) No period of limitation shall apply to any proceedings under this section, but in such proceedings the court may relieve a director from liability in whole or in part and on such terms as it thinks fit if, in all the circumstances including lapse of time, the court thinks it equitable to do so. (7) In any proceedings under this section, the court shall have power when justice so requires, to order that any moneys found to be payable by any defendant shall be restored, in whole or in part, to members or former members of the company instead of to the company itself; and in that event the court may order that the necessary enquiries shall be made to ascertain the identity of the members and former members concerned and may give such consequential directions as may be necessary or expedient. (8) No proceedings under this section shall be dismissed, settled or compromised without the approval of the court after notice of the proposed dismissal, settlement or compromise has been given to all members of the company and to the Commission in such manner as the court directs. (9) Within the time prescribed by such notice any member of the company and the Commission may appear and call the attention of the court to any matters which seem relevant and may give evidence and call witnesses. acting professionally. Civil liabilities for breach of duty. Legal liabilities for breach of duty. 178 179 (10) If the court does not approve the dismissal or compromise, it may give the conduct of the action to any member willing to continue it, or to the Commission in the name of the company, making such consequential orders regarding the parties to the action or otherwise as may be necessary or expedient. Miscellaneous matters relating to directors