Lakshmanaswami Mudaliar v LIC of India

• Acts were done by directors that were within the company's objects (intra vires the company) but exceeded the directors' delegated authority under the articles (ultra vires the directors).
• The question was whether such acts were void or merely voidable.

1. Whether an act within the company's objects but carried out by directors exceeding their authority is void (ultra vires) or merely voidable (irregular).

• The Supreme Court distinguished two situations: (1) Ultra vires the company, beyond MOA objects: void, cannot be ratified even by all shareholders. (2) Ultra vires the directors, within objects but beyond directors' delegated authority: merely irregular (voidable). The company can ratify it by shareholder resolution. Third parties may be protected by the doctrine of indoor management.

Ultra vires the company (beyond MOA) is void ab initio and incurable. Ultra vires the directors (within MOA but beyond articles/board authority) is voidable and curable by ratification. This distinction is critical: void acts create no rights; voidable acts are valid until set aside. Third parties dealing in good faith are protected only in the second case, not the first.