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14.2
The subject was considered at some length in the Second
Report (April 1973) of the Companies Law Revision Committee, as follows:
"2.4
The doctrine of ultra vires, which has been the subject
of much criticism and on which a great deal of evidence was submitted
to the Jenkins Committee, was thus described in paragraph 11 of the
Cohen Committee's Report:-
2.5
"The memorandum of a company defines its objects and a
company's objects are limited to those expressly
mentioned and such as are ancillary to the expressed
objects. A contract made by the directors upon a
matter not within the ambit of the company's objects
is ultra vires the company, and, therefore, beyond
the powers of the directors. This principle is
intended to protect both those who deal with the
company, and its shareholders."
On this, the Cohen Committee proceeded in their paragraph 12
to comment as follows:-
"Had memoranda of association of closely followed the forms
in the First Schedule to the Act, this protection might
have been real, but, partly with a view to obviating the
necessity of applying to the Court for confirmation of
an alteration of objects, a practice has grown up of
drafting memoranda of association very widely and at
great length so as to enable the company to engage in
any form of activity in which it might conceivably at
some later date wish to engage and so as to confer on
it all ancillary powers which it might conceivably
require in connection with such activities. In
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