(1) This section applies to a transaction if or to the extent that its validity depends on section 40 (power of directors deemed to be free of limitations under company's constitution in favour of person dealing with company in good faith).
Nothing in this section shall be read as excluding the operation of any other enactment or rule of law by virtue of which the transaction may be called in question or any liability to the company may arise.
(2) Where -
(a) a company enters into such a transaction, and
(b) the parties to the transaction include -
(i) a director of the company or of its holding company, or
(ii) a person connected with any such director,
the transaction is voidable at the instance of the company.
(3) 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 -
(a) to account to the company for any gain he has made directly or indirectly by the
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