Section 214, The Companies Act, 2009

Where a person not duly appointed as a director acts assuch on behalf of the company, his act shall not bind the company and he shall be personally liable for such action; but where it is the company which holds him out as director, the company shall be bound by his acts. (2) The acts of a director or manager shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification. (3) Nothing in subsection (2) shall be deemed to give validity to acts done by a director after the appointment of the director has been shown to be invalid.