A company's Board passes a resolution to acquire an asset worth ₹5 crore, a transaction the memorandum allows. The transaction exceeds the limits prescribed in Section 180 of the Companies Act, 2013 but the required shareholder unanimity/authorisation is absent. Under the doctrine applicable to acts beyond the capacity of the company, such an act is:

An act beyond the capacity of the company as stated in its MEMORANDUM is ULTRA VIRES the company and is void ab initio. It cannot be ratified even by the unanimous assent of the shareholders, because the members cannot consent to something the company itself has no legal capacity to do. The consent-giver's actual authority in the articles and the general meeting cannot cure an act contrary to the objects in the memorandum. Ultra vires is thus distinct from ultra vires the directors (a mere irregularity, curable by shareholder resolution). This is a core company-law doctrine.