https://www.taxtmi.com/caselaws?id=99955 Company articles prescribing execution of binding instruments by two directors with the common seal make compliance mandatory. A shareholder resolution cannot override that prescribed authority structure; where the seal is required, execution without it is unauthorised and cannot be retrospectively validated. The lease deed therefore did not validly bind the company. As a company is a separate legal person, relief for a wrong to it must ordinarily be sought in its own name. Directors cannot sue individually for such relief absent a recognised exception, including fraud; without such an exception, a suit brought by directors to avoid the lease is not maintainable. en-us Tue, 12 May 1981 00:00:00 +0530 Mon, 30 Jan 2012 17:23:24 +0530 TaxTMI RSS Generator https://www.taxtmi.com/caselaws?id=99955 Company articles prescribing execution of binding instruments by two directors with the common seal make compliance mandatory. A shareholder resolution cannot override that prescribed authority structure; where the seal is required, execution without it is unauthorised and cannot be retrospectively validated. The lease deed therefore did not validly bind the company. As a company is a separate legal person, relief for a wrong to it must ordinarily be sought in its own name. Directors cannot sue individually for such relief absent a recognised exception, including fraud; without such an exception, a suit brought by directors to avoid the lease is not maintainable. Case-Laws Companies Law Tue, 12 May 1981 00:00:00 +0530 https://www.taxtmi.com/caselaws?id=99955