Validity of acts of company

(1) No act of a company incorporated under this Act and no transfer of real or personal property by or to a company so incorporated is invalid by reason only of the fact that the company was without capacity or power to perform the act, or to transfer or receive the property, but the lack of capacity or power may be pleaded in the following cases– (a) in proceedings by a member against the company to prohibit the performance of any act or the transfer of real or personal property by or to the company; or (b) in proceedings by the company, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a derivative action, against the incumbent or former directors of the company for loss or damage due to their unauthorised act. (2) For purposes of sub-section (1)(a), the court may set aside and prohibit the performance of a contract if– (a) the unauthorised act or transfer sought to be set aside or prohibited is being, or is to be, performed or made under any contract to which the company is a party; (b) all the parties to the contract are parties to the proceedings; and International Business Companies[CAP. 270 23 (c) it appears fair and reasonable to set aside or prohibit the performance of the contract, and in so doing the court may, in applying this sub-section, award to the company or to the other parties to the contract such compensation as may be reasonable except that in determining the amount of compensation the court shall not take into account anticipated profits to be derived from the performance of the