Section 54, The Companies Act, 2009

(1) Except as provided in section 53, the acts of any officeror agent of a company shall not be deemed to be acts of the company, unless– (a) the company, acting through its members in general meeting, board of directors, or managing director, shall have expressly or impliedly authorised the officer or agent to act in the matter; or Delegation to committees managing Acts of Acts of officers or agents. 42 43 (b) the company, acting in paragraph (a), shall have represented the officer or agent as having its authority to act in the matter, in which event the company shall be civilly liable to any person who has entered into the transaction in reliance on such representation, unless such person had actual knowledge that the officer or agent had no authority or unless, having regard to his position with, or relationship to the company, he ought to have known of such absence of authority. (2) The authority of an officer or agent of the company may be conferred prior to action by him or by subsequent ratification; and knowledge of action by such officer or agent and acquiescence therein by all the members for the time being entitled to attend general meetings of the company or by the directors for the time being or by the managing director for the time being shall be equivalent to ratification by the members in general meeting, board of directors, or managing director, as the case may be. (3) Nothing in this section shall derogate from the vicarious liability of a company for the acts of its employees while acting within the scope of their employment. Constructive notice of registered documents