Board resolution by statutorily disqualified directors cannot validly authorise execution proceedings; such proceedings are a nullity in law.

A board resolution authorising execution proceedings is ineffective where it is passed by directors who lack Director Identification Numbers and are statutorily disqualified from continuing in office. On that basis, the board cannot be treated as valid for conferring authority to institute execution, and proceedings founded on such a resolution are a nullity in law. The challenge to the execution application therefore succeeded, while the separate objection to calculation of the decretal amount was not examined because maintainability failed and the earlier calculation order had attained finality.

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Issues: Whether the execution proceedings were maintainable when the board resolution authorising the decree-holder was passed by directors who did not possess Director Identification Numbers, and whether such non-compliance rendered the execution application a nullity.

Analysis: The governing provisions required a Director Identification Number for appointment as a director and treated its absence as a disqualification. On that basis, a director lacking the prescribed identification could not validly continue in office, and the office would stand vacated upon incurring the statutory disqualification. A board comprising such disqualified directors could not be treated as a valid board for the purpose of passing an effective resolution. The authority to institute execution proceedings, therefore, could not rest on a resolution passed by such a body. The separate objection relating to calculation of the decretal amount was not gone into, as the challenge to maintainability succeeded and the earlier calculation order had also attained finality.

Conclusion: The execution application was held to be not maintainable, and the impugned execution orders were set aside.

Ratio Decidendi: A board resolution authorising legal proceedings is ineffective where the directors constituting the board are statutorily disqualified for want of Director Identification Numbers, because the resulting proceedings are a nullity in law.

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