Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares

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....hole or any part of any undertaking or property of the company; or (b) the transfer to any person of all or any of the shares in a company being a transfer resulting from - (i) an offer made to the general body of shareholders; (ii) an offer made by or on behalf of some other body corporate with a view to a company becoming a subsidiary company of such body corporate or a subsidiary company ....

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....disclosed to the members of the company and the proposal has been approved by the company in general meeting. (2) Nothing in sub-section (1) shall affect any payment made by a company to a managing director or whole-time director or manager of the company by way of compensation for loss of office or as consideration for retirement from office or in connection with such loss or retirement subject ....