Question

Acts of directors which are beyond their powers but within that provided in the memorandum of association of the company ___________.

• A. cannot be ratified and are void
• B. can be ratified in general meeting
• C. are illegal
• D. are voidable at the option

Answer 1

Answer: (B)

can be ratified in general meeting

As per section 179 of the Companies Act, 2013, the Board of directors of a company shall be entitled to exercise all such powers and to do all such acts and things, as the company is authorised to exercise and do. Provided that the Board shall not exercise any power or do any act or thing which is directed or required, whether by this or any other Act or by the memorandum or articles of the company or otherwise, to be exercised or done by the company in general meeting.

Thus a director can do all the acts which a company can do under its memorandum and is intra vires the company. Acts of directors which are beyond their powers but within that provided in the memorandum of association of the company can be ratified in general meeting.