Sri Lanka Consolidated Acts

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Companies Act (No. 17 of 1982) - Sect 205

Provisions as to liability of officers and auditors

205. Subject as hereinafter provided, any provision whether contained in the articles of a company or in any contract with a company or otherwise, for exempting any director, manager, or officer of the company, or any person; (whether an officer of the company or not) employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void :Provided that
(a) in relation to any such provision which is in force on the appointed date, the provisions of this section shall have effect only on the expiration of a period of six months from that date; and
(b) nothing in this section shall operate to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision was in force ; and
(c) notwithstanding anything in this section, a company may in pursuance of any such provision as aforesaid, indemnify any such director, manager, officer or auditor against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application made under the provisions of section 447 in which relief is granted to him by the court.


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