Section 445, The Companies Act, 2009

(1) Where within the specified period referred to insubsection (4) a company has acquired a business or property from the services of– (a) a person who was at the time of the acquisition a director of the company or a nominee or relativeof or a trustee for a relative of a director of the company; (b) a person or a relative of a person who at the time of the acquisition had control of the 312 313 Inadequate or excessive consideration for directors and certain other (c) another company that was at the time of the acquisition controlled by a director of the company or a nominee or relative of or a trustee for a relative of a director of the (d) another company that was at the time of the acquisition a related company, the liquidator may recover from the person relative company or related company as the case may be any amount by which the value of the consideration given for the acquisition of the business, property or services exceeded the value of the business, property or services at the time of the acquisition. (2) Where within the specified period referred to in subsection (4) a company has disposed of a business or property or provided services or issued shares to– (a) a person who was at the time of the disposition or issue a director of the company or a nominee or relative of or a trustee for a relative of a director of the com-pany; (b) a person or a relative of a person who at the time of the disposition, provision or issue had control of the company; (c) another company that was at the time of the disposition, provision or issue controlled by a director of the company or a nominee or relative of or a trustee for a relative of a director of the company; or (d) another company that at the time of the disposition, provision or issue was a related company, the liquidator may recover from the person, relative company or related company as the case may be, any amount by which the value of the business, property or services or the value of the shares at the time of the disposition, provision or issue exceeded the value of any consideration received by the (3) For the purposes of this section, the value of a business or property includes the value of any goodwill attaching to the business or property. (4) For the purposes of subsections (1 and (2), “specified period” means– (a) the period of 3 years before the commencement of the winding up; and (b) in the case of a company that was put into winding up by the court the period of three years before the making of the application to the court together with the period commencing on the date of the making of the application and ending on the date on which the order of the court was made.