(1) A contract between a company and its managing agent or an associate of the managing agent, -
(a) for the sale, purchase or supply of any property, movable or immovable, or for the supply or rendering of any service other than that of managing agent; or
(b) for the underwriting of any shares or debentures to be issued or sold by the company;
shall not be value against the company -
(i) unless the contract has been approved by the company by the special resolution passed by it, and
(ii) where the contract is for the supply or rendering of any service other than that of managing agent, unless further the contract has been approved by the Central Government, either before the date of the contract or at any time within three months next after that date.
(2) The special resolution aforesaid shall -
(a) set out the material terms of the contract proposed to be entered into or entered into; and
(b) provide specifically that for any property supplied or sold, or any services supplied or rendered, by the company, the managing agent or associate shall make payment to the company within one month from the date of the supply or sale of the property, or the supply or rendering of the service, as the case may be.
(3) Every such contract and all particulars relating thereto shall be entered in a separate register maintained by the company for the purpose.
(4) Nothing contained in clause (a) of sub-section (1) shall affect any contract or contracts for the sale, purchases or supply of any property or services in which either the company or the managing agent or associate, as the case may be, regularly trades or does business, provided that the value of such property and the cost of such services do not exceed five thousand rupees in the aggregate in any calendar year comprised in the period of the contract or contracts.
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