Section 104 : Company to be bound

(1) Any act done or action taken by or document signed by at least one director authorised by a company or any person authorised to act for the company shall be valid and binding for the company.

(2) where any person does any transaction with a company in good faith, such transaction shall be binding for the company; and nothing contained in memorandum of association, articles of association of the company or in any resolution adopted by the general meeting or in any agreement concluded between the company and its shareholder shall be deemed to have made any limitation in or restriction on the authority of the director or the authorised person to do such transaction.

Provided, however, that if any officer does any act or transaction mentioned in Sub-section (1) or (2) in excess of his/her authority, such officer shall be personally liable for such act or transaction unless such authority is ratified by the general meeting pursuant to this Act ; and the company may also recover from him/her the loss or damage, if any caused to the company from such act or transaction.