(1)
If in connection with the transfer of the whole, or any part of the undertaking or property of a company, it is proposed to make any payment to a director of the company by way of compensation for loss of office, or as consideration for or, in connection with his retirement from office, the payment is unlawful unless particulars with respect to the proposal and the amount have been disclosed to members of the company and the proposal is approved by the company.
(2)
Where a payment declared by this section to be illegal is made to a director of a company, the amount received is deemed to have been received by him in trust for the company.