During the course of proceedings before the National Company Law Tribunal (NCLT), it was observed that the Memorandum of Association and Articles of Association (MoA and AoA) are inconsistent with the provisions of the C

Alteration made by Company itself The alteration in the Memorandum of Association (MoA) and Articles of Association (AoA) are governed by Section 13 and Section 14 of the Companies Act, 2013 , respectively. Under these sections, the company itself, after following the due process prescribed in the Act (e.g., passing special resolution, obtaining approvals), may alter its provisions. Alteration advised by the National Company Law Tribunal (NCLT) According to Section 242(5) of the Companies Act, 2013 , where an order of NCLT under Section 245(1) makes any alteration in the memorandum or articles of a company, then, notwithstanding any other provision of this Act, the company shall not have power, except to the extent, if any, permitted in the order, to make, without the leave of NCLT, any alteration whatsoever which is inconsistent with the order, either in the memorandum or in the articles. Further, according to Section 242(6) of the Act , subject to the provisions of Section 242(1), the alterations made by the order in the memorandum or articles of a company shall, in all respects, have the same effect as if they had been duly made by the company in accordance with the provisions of this Act and the said provisions shall apply accordingly to the memorandum or articles so altered. Thus, as per the above provisions, the NCLT has the power to direct or advise the alteration in MoA and AoA. Such alterations, when made pursuant to an NCLT order, will have the same legal effect as if they had been duly made by the company itself, but the company's power to further alter such provisions is restricted without NCLT's leave if it is inconsistent with the NCLT's order. The key difference lies in the authority initiating the change and the subsequent restrictions on further alterations. Company-initiated alterations are voluntary and follow internal procedures, while NCLT-advised/ordered alterations are mandatory to comply with the Act or an NCLT order, and subsequent changes to those specific clauses require NCLT's permission if inconsistent with its order.