COMPANIES ACT - 1963 (ACT 179)

    Section - 25 - Ultra Vires

    (1) A company shall not carry on any business not authorised by its Regulations and shall not exceed the powers conferred upon it by its Regulations or this Code.

    (2) A breach of subsection (1) of this section may be asserted in any proceedings under section 210, 218 or 247 of this Code or under subsection (4) of this section.

    (3) Notwithstanding subsection (1) of this section, no act of a company and no conveyance or transfer of property to or by a company shall be invalid by reason of the fact that such act, conveyance or transfer was not done or made for the furtherance of any of the authorised businesses of the company or that the company was otherwise exceeding its objects or powers.

    (4) On the application of,

    (a) any member of the company, or

    (b) the holder of any debenture secured by a floating charge over all or any of the company's property or by the trustee for the holders of any such debentures,

    the Court may prohibit, by injunction, the doing of any act or the conveyance or transfer of any property in breach of subsection (1) of this section.

    (5) If the transactions sought to be prohibited in any proceedings under the immediately preceding subsection are being, or are to be, performed or made pursuant to any contract to which the company is a party, the Court may, if it deems the same to be equitable and if all the parties to the contract are parties to the proceedings, set aside and prohibit the performance of such contract, and may allow to the company or to the other parties to the contract compensation for any loss or damage sustained by them by reason of the setting aside or prohibition of the performance of such contract but not compensation for loss of anticipated profits to be derived from the performance of such contract.