Memorandum of Associatinn, principal document, The memorandum contains the fundamental

Explain the meaning and contents of Memorandum of Associatinn. (Delhi Univ., 1998)
Ans. Memorandum of Association. The memorandum of association of a company is its principal document. "It is a document of great importance in relation to the proposed company". No company can be registered without a memgranduun of association and that is why it is sometimes called a Iffe giving doamerit.
Definition. Under Section 2(28) of the Act "Memorandtun means the memoraudmn of association of a company as originally framed or as altered from time to time in pursuance of any previous company laws or ofthis Act."
This definition does DOt throw any light on the scope, use and importance to the memorandum in a company. We shalt, therefore, examine some better defmitions given by judges.
Lord Caims in the leading case of Ashubury Railway Carriage Co. vs Riche observed that 'The memorandum of association of a company is its charter and defines the limitation of the power of a company." "The memorandum contains the fundamental conditions upon which alone the company is allowed to be incorporated."
Lord Macmillan "The purpose of the memorandums is to enable the shareholders, creditors and those who deal with the company, to know what is its pennitted range of enterpnse."
Importance. The definitions given above clearly tad Gate the scope and the importance of the document. In fact the memorandum of association : is the foundation on which the structure of a company is based. It states the
. name of the company the address of its registered erp office, whether the company has a share capital or not, whether it is limited by guarantee or otherwise, and defines the scope of activities within which the company can function. It is this document which delimits the capacity to contract of the company A company cannot midertake ope ations that are not mentioned in its mesnorandum. Any act of the company outside the scope of activities as laid down in the memorandum is said to be ultra virus and not binding on it.
78 KtNG'S: SECRETARIAL PRACTICE
Central Government or tlie Comp.my Law Board or the Court of Law The Act prescribes commlicated procedure to be followed by a company intending to aher arn of its provisions and that is why this document is regarded as an unalterable charter of a company The secretary, therefore, must look to it that the compam; in course of its operation of work, -does never go bevonct the limits set forth by the memorandum.