law: Companies Act, 2013 
  191.
  
    Payment
  
  to director for loss of office, etc., in connection with transfer of
  
  undertaking, property or shares.
  1.      No director of a
  
  company shall, in connection with—
  a.     
  
    the
  
  transfer of the whole or any part of any undertaking or property of the
  
  company; or
  b.    
  
    the
  
  transfer to any person of all or any of the shares in a company being a
  
  transfer resulting from—
                       
  
   i.        
  
    an
  
  offer made to the general body of shareholders;
                      
  
   ii.        
  
    an
  
  offer made by or on behalf of some other body corporate with a view to a
  
  company becoming a subsidiary company of such body corporate or a subsidiary
  
  company of its holding company;
                     
  
   iii.        
  
    an
  
  offer made by or on behalf of an individual with a view to his obtaining the
  
  right to exercise, or control the exercise of, not less than one-third of the
  
  total voting power at any general meeting of the company; or
                     
  
   iv.        
  
    any
  
  other offer which is conditional on acceptance to a given extent, receive any
  
  payment by way of compensation for loss of office or as consideration for
  
  retirement from office, or in connection with such loss or retirement from such
  
  company or from the transferee of such undertaking or property, or from the
  
  transferees of shares or from any other person, not being such company, unless
  
  particulars as may be prescribed with respect to the payment proposed to be made
  
  by such transferee or person, including the amount thereof, have been disclosed
  
  to the members of the company and the proposal has been approved by the company
  
  in general meeting.
  1.     
  2.       2 ) Nothing in
  
  sub-section (1 ) shall affect any payment made by a company to a managing
  
  director or whole-time director or manager of the company by way of
  
  compensation for loss of office or as consideration for retirement from office
  
  or in connection with such loss or retirement subject to limits or priorities,
  
  as may be prescribed.
  3.      If the payment under
  
  sub-section (1 ) or sub-section (2 ) is not approved for want of
  
  quorum either in a meeting or an adjourned meeting, the proposal shall not be
  
  deemed to have been approved.
  4.      Where a director of a
  
  company receives payment of any amount in contravention of sub-section (1 )
  
  or the proposed payment is made before it is approved in the meeting, the
  
  amount so received by the director shall be deemed to have been received by him
  
  in trust for the company.
  5.      If a director of the
  
  company contravenes the provisions of this section, such director shall be
  
  punishable with fine which shall not be less than twenty-five thousand rupees
  
  but which may extend to one lakh rupees.
  6.      Nothing in this
  
  section shall be taken to prejudice the operation of any law requiring
  
  disclosure to be made with respect to any payment received under this section
  
  or such other like payments made to a director.