https://www.taxtmi.com/caselaws?id=96854 A director or managing agent who is personally interested in a proposed arrangement cannot validly vote on it, and a self-serving corporate set-off is ineffective without proper authority. Here, the appellant and his brother were interested in the meeting said to authorise advances, so their votes could not count and the remaining director alone could not confer valid approval. Although a company may lawfully agree to set off a debt against future share calls, that result depends on valid corporate action taken without conflict of interest. The attempted adjustment of the appellant's debt against his unpaid share liability was not binding, and he remained liable as a contributory. en-us Thu, 14 Aug 1941 00:00:00 +0530 Wed, 11 Jan 2012 15:55:09 +0530 TaxTMI RSS Generator https://www.taxtmi.com/caselaws?id=96854 A director or managing agent who is personally interested in a proposed arrangement cannot validly vote on it, and a self-serving corporate set-off is ineffective without proper authority. Here, the appellant and his brother were interested in the meeting said to authorise advances, so their votes could not count and the remaining director alone could not confer valid approval. Although a company may lawfully agree to set off a debt against future share calls, that result depends on valid corporate action taken without conflict of interest. The attempted adjustment of the appellant's debt against his unpaid share liability was not binding, and he remained liable as a contributory. Case-Laws Companies Law Thu, 14 Aug 1941 00:00:00 +0530 https://www.taxtmi.com/caselaws?id=96854