COMPANIES ACT, 1929

645
office made in pursuance of the said provision shall, notwithstanding
anything to the contrary contained in the said provision, be of no
effect unless and until it is approved by a special resolution of the
company.
Avoidance of Provisions in Articles or Contracts relieving Officers
from Liability.

152. Subject as hereinafter provided, any provision, whether Fepiions gs to
contained in the articles of a company or in any contract with a Sy
company or otherwise, for exempting any director, manager or auditors.
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 Jaw would otherwise attach to him in respect of any negligence,
default, breach of duty or breach of trust of which he may be guilty
in relation to the company shall be void :

Provided that—

ia) in relation to any such provision which is in force at the
date of the commencement of this Act, this section shall
have effect only on the expiration of a period of six
months from that date; and
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 anv
such provision was is force: and
notwithstanding anything in this section, a company
may, in pursuance of any such provision as aforesaid,
indemnify any such director, manager, officer or auditor
against any liability incurred by him in defending any
proceedings, whether civil or criminal, in which judgment
is given in his favour or in which he is acquitted or in
connection with any application under section three
hundred and seventy-two of this Act in which relief is
granted to him by the court.

Arrangements and Reconstructions.
153.—(1) Where a compromise or arrangement is proposed between Power to com
a company and its creditors or any class of them, or between the Jrogilse wiih
company and its members or any class of them, the court may, on members.
the application in a summary way of the company or of any creditor
or member of the company, or, in the case of a company being
wound up, of the liquidator, order a meeting of the creditors or class
of creditors, or of the members of the company or class of members,
as the case may be, to be summoned in such manner as the court
directs.
(2) If a majority in number representing three-fourths in value
of the creditors or class of creditors, or members or class of members,
as the case may be, present and voting either in person or by proxy at
the meeting, agree to any compromise or arrangement, the com-