Section 333, The Companies Act, 2009

(1) A receiver or manager of any property or undertakingof a company appointed out of court under a power contained in any instrument shall, subject to section 337, be deemed to be an agent of the person or persons on whose behalf he is appointed and, if appointed manager of the whole or any part of the undertaking of a company he shall be deemed to stand in a fiduciary relationship to the company and observe the utmost good faith towards it in any transaction with it or on its behalf. 250 251 Liability for paying dividend out of capital, Disqualification for appointment as receiver or manager. Official receiver for debenture holders and others. of receivers and managers by court. Receivers and managers appointed out of court. (2) A manager referred to in subsection (1), shall– (a) act at all times in what he believes to be the best interests of the company as a whole so as to preserve its assets, further its business, and promote the purposes for which it was formed, and in such manner as a faithful, diligent, careful and ordinarily skilful manager would act in the circumstance; (b) in considering whether a particular transaction or course of action is in the best interest of the company as a whole, may have regard to the interests of the employees, as well as the members of the company, and when appointed by, or as a representative of, a special class of members or creditors may give special, but not exclusive, consideration to their interest. (3) Nothing in the articles of a company, in any contract, or in any resolution of a company shall relieve any manager from the duty to act in accordance with subsection (2) or relieve him from any liability incurred as a result of any breach of such duty.