Section 246, The Companies Act, 2009

Subject to this section, any provision, whether containedin the articles of a company or in any contract with a company or otherwise, for exempting any director, manager or officer of the company, or any person (whether an officer of the company or not) employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he maybe guilty in relation to the company shall be void; and– (a) in relation to a provision which is in force on the commencement of this Act, this section shall have effect only on the expiration of a period of 6 months from that date; (b) nothing in this section shall operate to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while such provision was in force; and (c) notwithstanding anything in this section, a company may, in pursuance of such provision, indemnify such director, manager, officer or auditor against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under section 515 in which relief is granted to him by the court.