The consent contemplated by S. 86F is not a general consent but a consent which is referable to a particular or specific contract or contracts.

CHAGLA, C.J. : - This appeal raises a very interesting and important question as to the construction of S. 86F, Companies Act. The facts are proved and not disputed. The respondent was a director of the Walchandnagar Industries, Ltd. In June 1951 he entered into a contract with the company for the supply of one tin of ghee, and the question that arises is whether by reason of the respondent entering into this contract he has ceased to be a director of the company. Section 86P imposes a personal disability upon a director of the company and the disability is that a director of the company,, or the firm of which he is a partner or any partner of such firm, or the private company of which he is a member or director is precluded from entering into any contracts for the sale, purchase or supply of goods and materials with the company. The disqualification is not absolute, because the section provides that with the consent of the directors, a director can enter into contracts which are prohibited under this section. It is clear that in enacting this provision,, which is a novel provision and finds no place in the English Companies Act, the Legislature wanted to suppress a particular mischief and had a particular object in mind. A director of a company occupies a responsible position and the Legislature wanted that while occupying that position he should not be placed in a situation where there would be a conflict between his interest and his duty. His duty would be to his company of which he is director. His interest would be to enter into a profitable contract with the company. It is also clear that a director holding the position that he does can obtain undue benefit by entering into profitable contracts with the company, and in order to suppress that mischief and to achieve the object which the Legislature had in mind, S.88P was enacted. It is a well settled canon of construction that when we are considering a remedial measure, we must give to the provision of law as wide an interpretation as possible, of course consistently with the language used by the Legislature, and if S.86P is remedial in its nature, which it undoubtedly is, then it would be wrong to give it a restricted construction. On the contrary we should try and give it as wide an interpretation as possible.

2. Now, the very short question that arises on this appeal is whether the consent contemplated by S.86P is a general consent or a consent which is referable to a particular or specific contract or contracts. The contention of Mr. Mody on behalf of the respondent is that the language used by the Legislature is general and there is no reason why we should limit the expression "consent" by adding to it the adjective "specific". Mr. Mody says that if we were to construe the section in that light, we would really be re-writing S.86F. Now, if S.86P imposes a personal disability upon the directors, then to construe S.86F in the manner suggested by Mr. Mody, viz. that by a general resolution the board of directors can remove the personal disability imposed upon the directors of the company under S.86F, would be in effect to give the power to the board of directors to repeal S.86F if they were so minded. They could write off S.86F from the Companies Act. That would be a construction entirely inconsistent with the object of the section and the mischief aimed at. Further, "consent" must imply a knowledge of the necessary facts and materials which leads to the consent. Consent cannot be given in the abstract or in vacuo. It can only be given in reference to the particular contract which a director intends to enter into. Therefore, S.86F requires that the board of directors should consider both the nature of the contract that the director wants to enter into and also the case of the particular director who wants to enter into that contract before the consent is given. It is only on a consideration of both these factors, viz. the nature of the contract and the qualifica