offence and liable to a fine not exceeding level six or to imprisonment for a period not exceeding six months or to both such fine and such imprisonment. [Section as amended by Act No. 22 of 2001] 183 Prohibition of allotment of shares to directors save on same terms as to all members, and restriction on sale of undertakings by directors (1 ) Notwithstanding anything in the articles, the directors of a company shall not be empowered, without the approval of the company in general meeting — (a ) to issue or allot reserve shares or new shares to any director or his nominee save in so far as they are issued or allotted to him or to such nominee as a member on the same terms and conditions as have been simultaneously offered in respect of the said issue or allotment of shares to all the members of the co mpany in proportion to their existing holdings; (b ) to dispose of the undertaking of the company or of the whole or the greater part of the assets of the company. (2 ) No resolution of the company shall be effective as approving of the differential issue or allotment of shares to a director or of a disposal in terms of paragraph (b) of subsection (1 ) unless it authorizes, in terms, the specific transaction proposed by the directors. 184 Particulars in accounts of directors’ salaries and pensions (1 ) In any accounts of a company laid before it in general meeting or in a statement annexed thereto there shall, subject to and in accordance with this section, be shown so far as the information is contained in the co mpany’s books and papers or the company has the right to obtain it from the persons concerned— (a ) the aggregate amount of the directors’ emoluments; and (b ) the aggregate amount of directors’ or past directors’ pensions; and (c) the aggregate amount of any compensation to directors or past directors in respect of loss of office. (2 ) The amount to be shown under paragraph (a) of subsection (1)— (a ) shall include any emoluments paid to or receivable by any person in respect of his services as director of the company or in respect of his services, while director of the company, as director of any subsidiary thereof or otherwise in connection with the management of the affairs of the company or any subsidiary thereof; and (b ) shall distinguish between emoluments in respect of services as director, whether of the company or its subsidiary, and other emoluments; and for the purposes of this section the expression “emoluments”, in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance in so far as those sums are deemed under any law to be taxable income of the recipient, any contribution paid in respect of him under any pension scheme and the estimated money value of any other benefits received by him otherwise than in cash. (3 ) The amount to be shown under paragraph (b) of subsection (1)— (a ) shall not include any pension paid or receivable under a pension scheme if the scheme is such that the contributions thereunder are substantially adequate for the maintenance of the scheme, but save as aforesaid shall include any pension paid or receivable in respect of any such services of a director or past d irector of the company as are mentioned in subsection (2), whether to or by him or, on his nomination or by virtue of dependence on or other connection with him, to or by any other person; and (b ) shall distinguish between pensions in respect of services as director, whether of the company or its subsidiary, and other pensions; and for the purposes of this section the expression “pension” includes any superannuation allowance, superannuation gratuity or similar payment and the expression “pension scheme” means a scheme for the provision of pensions in respect of services as director or otherwise which is maintained in whole or in part by means of contribution s, and the expression “contribution”, in relation to a pension scheme, means any payment, including an insurance premium, paid for the purposes of the scheme by or in respect of persons rendering services in respect of which pensions will or may become payable under the scheme, except that it does not include any payment in respect of two or more persons if the amount paid in respect of each of them is not ascertainable. (4 ) The amount to be shown under paragraph (c) of subsection (1)— (a ) shall include any sums paid to or receivable by a director or past director by way of compensation for the loss of office as director of the company or for the loss, while director of the company or on or in connection with his ceasing to be a director of the company, of any other office in connection with the management of the company’s affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary thereof; and (b ) shall distinguish between compensation in respect of the office of director, whether of the company or its subsidiary, and compensation in respect of other offices; and for the purposes of this section references to compensation for loss of office shall include sums paid as co nsideration for or in connection with a person’s retirement from office.