Transaction with other person and jurisdiction of company

(1) No transaction done by a company with another person shall be void or invalid merely on the ground that such transaction is beyond jurisdiction based on any matter contained in the memorandum of association of the company.

(2) It shall be the duty of every director and officer to do such transaction within the ambit of jurisdiction specified in the memorandum of association of the company

(3) Except in the case mentioned in Sub-section (1), any act or transaction done by a director beyond the authority conferred to him/her may be rectified by the company by adopting a special resolution in its general meeting.

(4) No director, officer or another person of the company shall be deemed to have been released from any liability under this Act for any act done or action taken by him/her beyond jurisdiction merely on the ground that any act or transaction has been ratified by a special resolution pursuant to Sub-section(3).