This paper is the comparative analysis of the memorandum of association of The Companies Act, 1956 and The Companies Act, 2013. The paper will explain the concepts of memorandum of association and the doctrine of ultra-vires. The paper will also try to locate the doctrine in the Indian perspective by discussing the evolution of company law and will also try to analyze the difference that has been made in one of the branch of the doctrine, called substratum, under the new legislative regime. At last the paper will argue that though some changes are made under the new regime of the company law legislation in memorandum clause, still the legislature has failed to address the plight of the innocent third parties which enter into transaction with a corporation, through a legislative recourse.