X Ltd. is a company incorporated under the Companies Act, 2013. Its Memorandum of Association (MoA) restricts the company from carrying out manufacturing of electrical appliances only. However, the Articles of Associatio

(i) Articles are the internal regulations of a company and govern how the objects laid down in the memorandum are to be carried out. However, the Articles are subordinate to the Memorandum of Association and the Companies Act, 2013. This principle is supported by the landmark ruling in Ashbury Railway Carriage and Iron Co. Ltd. v. Riche, (1875) L.R. 7 H.L. 653 , where it was held that the memorandum defines the outer limit of a company's powers, and any clause in the Articles going beyond the memorandum will be ultra vires. Therefore, the amendment to the Articles permitting the company to engage in real estate development, a business not authorized by the memorandum is invalid, as it seeks to extend the scope of the company beyond what the memorandum allows. (ii) Yes, the shareholder's challenge is legally tenable. Since the Articles cannot override or expand the powers defined in the Memorandum, any action taken based on such an invalid clause in the Articles is ultra vires the company. (iii) No, the action cannot be ratified merely by passing another special resolution to amend the Articles again. Any act done under the authority of an Article of Association that exceeds the company's memorandum is void and incapable of ratification, even by unanimous shareholder consent. Only after the Memorandum is amended to include real estate development within the company's objects can the Articles be validly amended, and actions taken pursuant to such powers be legally valid.