193. Avoidance of transaction

A transaction entered into by the company in which a director of the company is interested, may be avoided by the company at any time before the expiration of six months after the transaction, and the director’s interest in it have been disclosed to all the shareholders (whether by means of the company’s annual report or otherwise).

A transaction shall not be avoided under this section if the company receives fair value under it.

For the purposes of subsection (2), the question whether a company receives fair value under a transaction shall be determined on the basis of the information known to the company and to the interested director, at the time the transaction is entered into.

If a transaction is entered into by the company in the ordinary course of its business and on usual terms and conditions, the company shall be presumed to have received fair value under the transaction.

For the purposes of this section —

A transaction in which a director is interested shall not be avoided on the ground of the director’s interest, other than pursuant to this section or the company’s articles.