(2 ) Where a payment which is hereby declared to be illegal is made to a director of the company, the amount received shall be deemed to have been received by him in trust for the company. 180 Duty of director to disclose payments for loss of office, made in connection with transfer of shares in company (1 ) Where, in connection with the transfer to any persons of all or any of the shares in a company, being a transfer resulting from— (a ) an offer made to the general body of shareholders; or (b ) an offer made by or on behalf of some other body corporate with a view to the company becoming its subsidiary or a subsidiary of its holding company; or (c) an offer made by or on behalf of an individual with a view to his obtaining the right to exercise or control the exercise of not less than one-third of the voting power at any general meeting of the company; or (d ) any other offer which is conditional on acceptance to a given extent; a payment is to be made 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, it shall be the duty of that director to take all reasonable steps to secure that particulars with respect to the proposed payment, including the amount thereof, shall be i ncluded in or sent with any notice of the offer made for their shares which is given to any shareholders. (2 ) If— (a ) any such director fails to take reasonable steps as aforesaid; or (b ) any person who has been properly required by any such director to include the said particulars in or send them with any such notice as aforesaid fails so to do; such director or such person, as the case may be, shall be guilty of an offence and liable to a fine not exceeding level seven or to imprisonment for a period not exceeding one year or to both such fine and such imprisonment. (3 ) If— (a ) the requirements of subsection (1) are not complied with in relation to any such payment as is therein mentioned; or (b ) the making of the proposed payment is not, before the transfer of any shares in pursuance of the offer, approved by a meeting summoned for the purpose of the holders of the shares to which the offer relates and of other holders of shares of the same class as any of the said shares; any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any persons who have sold their shares as a result of the offer made and the expenses incurred by him in distributing that sum amongst those persons shall be borne by him and not retained out of that sum. (4 ) Where the shareholders referred to in paragraph (b) of subsection (3) are not all the members of the company and no provision is made by the articles for summoning or regulating such a meeting as is mentioned in that paragraph, this Act and of the company’s articles relating to general meetings of the company shall, for that purpose, apply to the meeting either without modification or with such modifications as the Minister on the application of any person concerned may direct for the purpose of adapting them to the circumstances of the meeting. (5 ) If at a meeting summoned for the purpose of approving any payment as required by paragraph (b) of subsection (3 ) a quorum is not present and, after the meeting has been adjourned to a later date, a quorum is again not present, the payment shall be deemed for the purposes of that subsection to have been approved. 181 Provisions supplementary to sections 178, 179 and 180 (1 ) Where in proceedings for the recovery of any payment as having, by virtue of subsections (1) and (2) of section one hundred and seventy-nine or subsections (1) and (3) of section one hundred and eighty , been received by any person in trust it is shown that— (a ) the payment was made in pursuance of any arrangement entered into as part of the agreement for the transfer in question or within one year before or two years after that agreement or the offer leading thereto; and (b ) the company or any person to whom the transfer was made was privy to that arrangement; the payment shall be deemed, except in so far as the contrary i s shown, to be one to which the subsections apply. (2 ) If, in connection with any such transfer as is mentioned in section one hundred and seventy-nine or one hundred and eighty— (a ) the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of the like shares; or (b ) any valuable consideration is given to any such director; the excess or the money value of the consideration, as the case may be, shall, for the purposes of that section, be deemed to have been a payment made to him by way of compensation for loss of office or as consideration for or in connection with his retir ement from office.