Section 222
Interested director not to participate or vote
(2)
Subsection (1) shall not apply to—
(a)
a private company unless it is a subsidiary to a public company;
(b)
a private company which is a wholly-owned subsidiary of a public company, in respect of any contract or proposed contract to be entered into by the private company with the holding company or with another wholly-owned subsidiary of that same holding company;
(c)
any contract or proposed contract of indemnity against any loss which any director may suffer by reason of becoming or being a surety for a company; and
Companies 245
(d)
any contract or proposed contract entered into or to be entered into by a public company or a private company which is a subsidiary of a public company, with another company in which the interest of the director consists solely of—
(i)
in him being a director of the company and the shareholder not more than the number or value as is required to qualify him for the appointment as a director; or
(ii)
in him having an interest in not more than five per centum of its paid up capital.
(3)
A contract entered in contravention of subsection (1) shall be voidable at the instance of the company except if it is in favour of any person dealing with the company for a valuable consideration and without any actual notice of the contravention.
(4)
A director who contravenes this section commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding three million ringgit or to both.
Approval of company required for disposal by directors of company’s undertaking or property