What is the effect of an "ultra vires" transaction as far as the company and its directors are concerned?

Effect of an ultra vires transaction:

 
The company and its Director's shall do all activities within the power of Memorandum and Article of Association any transaction beyond the power is "ultra vires" and the transaction will not bind the Company, effect of an ultra vires transaction relating to the Memorandum and Article of Association are as follows:

1. Transaction beyond the memorandum.
2. Transaction beyond the article of association.
 

Transaction beyond the memorandum:

The transaction is ultra vires and void. It will not bind the Company and the Directors will be personally liable. 

Transaction beyond the Articles:

The transaction is also ultra vires and Directors are personally liable, but if the transaction is incidental or non-sequential then the transaction will be valid and binding on the Company.

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Who are authorized to make an application to the court for the winding up of a company? Tabulate the difference between the winding up of a company and the dissolution of a partnership. How does the winding up affect the position of servants and the Directors of the company?

Application to the Court for winding-up:

According to Section 239, the winding-up of a Company may be done in any one of the following three ways:

1. Compulsory winding up by court;
2. Voluntary winding up by the members or by creditors;
3. Voluntary winding up under the supervision of the court.

In above all cases winding up may be made by the application of:

i. Any member of the Company with the special resolution;
ii. Any member of the Company with the Extra-ordinary resolution;
iii. The regulatory authority in case of default in filing the statutory meeting, report, etc.
iv. Any creditors/members if the Company is unable to pay its debts.

Winding up and dissolution or a partnership firm

Winding up affecting the position of officers As per Section - 252(3), a winding-up order by the court executed as a dismissal or discharge of the servant of the Company. Such discharge relieves the servant from all obligations under his contract of service. The power of the directors is also usually cease on the winding-up of a Company.

a) Misfeasance: Under section 331, if any promoter, director, liquidator or officer of the Company has misapplied or retained money or property of the Company or has been guilty of misfeasance or breach of trust, the court may, on the application of the liquidator or of any creditor or contributory, examine into his conduct and order him to repay or restore money or property or to pay compensation.

b) Criminal Liability: Section-332 provides punishment for falsification, or fraudulent secretion of any of the books, papers of securities of the Company which is being wound-up.

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