Our essence is rooted in being honest and straight forward. We advise and advocate what we truly believe.
Our team and collective efforts allow free flow of information and knowledge from top to bottom and vice versa.
Teamwork is rooted in affluence DNA and we very much acknowledge the outcome of team work.
We firmly believe that Confidentiality is the cornerstone of our Profession and strive to maintain it to the fullest possible extent.
We believe that the simplest solution is the best one.
We understand only our profession and we are devoted to it. We are cent percent committed to the delivery of quality services to our clients.
The expression “ratification” was precisely defined by the English Court in one old case, Hartman v. Hornsby as under “Ratification” is the approval by act, word, or conduct, of that which was attempted (of accomplishment), but which was improperly or without proper authority performed in the first instance.”
The concept of Ratification is derived from Legal Maxim “Omnis ratihabitio retrorahitur et mandato priori aequiparatur”, which means that every ratification is dragged back and treated as equal to a command or previous authority. In simple terms, it means that the Doctrine of ratification comes into the picture if a person has done something on behalf of another person without any authority, knowledge, or consent, then if such “other person” ratifies the same, then the same result would come as if the act was done on his own.
In the Context of Companies Act, 2013, Ratification is a procedure through which an irregularity in the running of the company is sanctioned by the shareholders and a director is absolved from his/her personal liability to the company arising from a breach of duty. However, shareholders can ratify only certain kinds of breaches; this means adopting, where a director lacked authority to transact on behalf of the company, or affirming, where a transaction entered into by a director was voidable. Certain breaches such as fraud committed by administrators, however, are non-ratifiable breaches. Ratification in order to be effective can only be by an authority that is in existence on the day the transaction was entered into and it should also be competent to ratify.
The provisions of ratification can be traced in the following sections of the Companies Act, 2013:
The Court has interpreted the word “ratification” through its various judgments in the cases such as:
Hence from the above-mentioned provisions and case laws, it can be concluded that acts, deeds, and decisions which are subject to ratification are voidable in nature. Ratification clearly says that where acts are done by one person on the behalf of another, but without his knowledge or authority, he may elect to ratify or disown such acts. If he ratifies them, the same effects will follow as if they had been performed by his authority. Moreover, in an act which is Ultra Vires the directors of the company can be ratified by the Shareholders. If it is Ultra Vires the Articles of Association of a Company then it can be ratified by a special resolution. However, an act Ultra Vires the Company i.e. which is not authorized in the Memorandum of Association or the Statute of a company cannot be ratified even by unanimous consent of shareholders. Ratification can only be done on the acts which can be made valid or binding by the authority.
Disclaimer: This article has been carefully prepared, but it has been written in general terms and should be seen as broad guidance only. This article cannot be relied upon to cover the specific situation and you should not act, or refrain from acting, upon the information contained therein without obtaining specific professional advice. Please contact Affluence Advisory Private Limited to discuss these matters in the context of your particular circumstances. Affluence Advisory Private Limited, Its Partners, Directors, Employees, and agents do not accept or assume any liability or duty of care for any loss arising from any action taken or not taken by anyone in reliance on the information in this article or for any decision based on it.
Valuation opinion requires the right blend of analysis, experience and professional judgement. Our team has a Registered Valuer as required under
We provide financial, tax and corporate law due diligence support to our clients for inbound and outbound transactions.
ESOPs are one of the important tools to attract and retain employees and have long term career with the organization.
There are several compliances specified under FEMA for Indian Companies having FDI and ODI (Indian entities having investments in overseas Joint Venture
We carry experience of 15 years for registration of the NBCF with the RBI or carry out the process for change in management and control of the NBFC.
FinTech Companies are broadly categorized into digital payments or digital lending Companies. At Affluence,
India has emerged as one of the most attractive destinations not only for investments
We provide the entire gamut of Corporate Law Services, essential in rapidly changing regulatory and corporate environment.
SEBI plays an important role in regulating all the players operating in the Indian capital markets. It attempts to protect the interest of investors and aims at
We provide advisory and support services to the corporates/other entities, devising and structuring solutions for stress mitigation in their enterprises/units.
On the journey of transformation of a private company into a public company, success depends a great deal on a coordinated team
The efforts of any management in modern business environment are towards enhancing a shareholder’s value. The taxes (both direct and indirect) and
We at Affluence, adopt a comprehensive approach for implementation and compliances related to the GST and with an object to offer seamless services to our clients listed below.
In the fast-changing environment, procuring and retaining skilled staff is a challenge. Specially in the case of SMEs, in the absence of accounting manual
Today’s businesses across the globe increasingly seek better decision-making and stronger internal controls in order to attain greater shareholder value.
‘Startup India’ is a flagship initiative of the Government of India, intended to catalyze startup culture and build a strong and inclusive ecosystem for innovation and
Assurance and accounting services are directed towards supporting stakeholders such as lenders and investors. Our standardized
Director stand in a fiduciary position with the Company and Director will be held liable if Director do not act diligently in discharging his/her duties.
People are our greatest asset and we believe in our people. Our multi disciplinary team would always go that extra mile to ensure that all the client deliverables are prepared within agreed time frame to technical standards and presentational quality. Our success is greatly dependent on quality and performance of our people.