Where—
a company enters into such a transaction, and
the parties to the transaction include—
a director of the company or of its holding company, or
a person connected with any such director,
the transaction is voidable at the instance of the company.
Whether or not it is avoided, any such party to the transaction as is mentioned in subsection (2)(b)(i) or (ii), and any director of the company who authorised the transaction, is liable—
to account to the company for any gain he has made directly or indirectly by the transaction, and
to indemnify the company for any loss or damage resulting from the transaction.
The transaction ceases to be voidable if—
restitution of any money or other asset which was the subject matter of the transaction is no longer possible, or
the company is indemnified for any loss or damage resulting from the transaction, or
rights acquired bona fide for value and without actual notice of the directors' exceeding their powers by a person who is not party to the transaction would be affected by the avoidance, or
the transaction is affirmed by the company.
A person other than a director of the company is not liable under subsection (3) if he shows that at the time the transaction was entered into he did not know that the directors were exceeding their powers.
In this section—
"transaction" includes any act; and
the reference to a person connected with a director has the same meaning as in Part 10 (company directors).