Cross-examination on director appointment validity cannot be curtailed where authority to verify the plaint depends on it.

Section 86 of the Companies Act protected acts done by a director despite defects in appointment or qualification, but its proviso meant that validity could still be challenged where the appointment itself was in issue. Because the witness's authority to sign and verify the plaint depended on the validity of his appointment as director, the defendants were entitled to cross-examine him on that issue and adduce further evidence. The trial court should not have cut short that inquiry, as material evidence relevant to the appointment and status question remained open.

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Issues: Whether the trial court was right in cutting short the cross-examination of the witness on the basis of section 86 of the Companies Act, and whether the defendants were entitled to cross-examine him on the validity of his appointment as director.

Analysis: The witness's authority to sign and verify the plaint depended on whether his appointment as director was valid. Section 86 protected acts of a director notwithstanding defects in appointment or qualification, but the proviso prevented validation of acts done after the appointment had been shown to be invalid. The defendants were therefore entitled to test by cross-examination the facts bearing on his appointment and status, and the court should not have foreclosed inquiry into material evidence relevant to that question.

Conclusion: The restriction on cross-examination was held to be improper, and the matter was sent back so the defendants could cross-examine the witness and adduce further evidence on the point.

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