Dear Omprakash,
Any Company which is to be formed under the Companies Act,2013 has got two phases in its formation - one is pre-incorporation stage and the other is post incorporation stage. During the pre-incorporation stage, the promoters decide every aspect of the Company to be incorporated and as the process of incorporation may take some time, things like appointment of managers and other members of staff for the purpose of its formation are normally decided by the promoters as per the pre-incorporation agreement. Thus, in the matter of man power mobilisation, they enter into employment contracts with the employees required for the pre-incorporation period under the power vested in the pre-incorporation agreement.
As you are aware of, a Company becomes a legal entity only after its incorporation under the Companies Act and as such it is not possible for a non-existent entity to enter into any contract with anyone. Similarly, it would not also be possible for a Company to ratify an act done or a contract entered into prior to its incorporation under the Act for the reason that such act or contract might be against the objectives of the Company which comes into existence later.
However, this legal impediment stands removed by the provisions of the Specific Relief Act,1963. As per sec.15(h) of the Specific Relief Act,1963, the specific performance of a contract may be obtained by the Company when the promotors of the Company have entered into a contract before its incorporation for the purposes of the Company and such contract is warranted by the terms of the incorporation provided that the Company has accepted the contract and has communicated such acceptance to the other party to the contract.
If you analyse the appointment of employees made before the incorporation of your Company in the back drop of the above legal provision, you would admit the facts that the appointments were made by the promoters as per the powers vested in them under the pre-incorporation agreement and such appointments are warranted for the purposes of the Company before its incorporation.
Therefore, the answer to your query is that such appointments made prior to incorporation have to be ratified by the Board of Directors by means of a resolution and the same shall be communicated to all such employees.