List of sections under the Companies Act, 2013 where the liberty is given to the Company to add the given provisions in its Articles.
In the Companies Act, 2013, at several places one will find wording like ‘Unless the articles of the company otherwise provide’, ‘the articles of a company may confer’, ‘if so authorised by its articles’ etc. In such cases, the liberty is given to the Company to incorporate given provisions in the Articles of Association of the Company. While drafting a new set of Articles, it should be decided whether to provide for such provisions in the Articles.
A list of such sections is given below.
|
Section |
Heading |
|
5(3) |
Articles - Entrenchment provision |
|
48(1) |
Variation of shareholders’ rights |
|
50(1) |
Company to accept unpaid share capital, although not called up |
|
51 |
Payment of dividend in proportion to amount paid-up |
|
55(2) |
Issue & redemption of preference shares |
|
58 |
Refusal of registration and appeal against refusal |
|
61 |
Power of limited company to alter its share capital |
|
62(1)(ii) |
Further issue of share capital |
|
63(2) |
Issue of bonus shares |
|
85(2) |
Company’s register of charges |
|
88(4) |
Register of Members (Foreign register) |
|
103(1) |
Quorum for meetings (Larger number for quorum) |
|
104(1) |
Chairman of meetings |
|
105(1) proviso 2 |
Proxies |
|
106(1) |
Restriction on voting rights |
|
115 |
Resolutions requiring special notice (articles may provide for provisions related to special notice for any resolutions) |
|
119 |
Inspection of minute-books of general meeting. |
|
152(1) & 152(6)(a) |
Appointment of directors |
|
161(1 to 4) |
Appointment of additional director, alternate director and nominee director. |
|
163 |
Option to adopt principle of proportional representation for appointment of directors. |
|
164(3) |
Disqualifications for appointment of director |
|
167(4) |
Vacation of office of director |
|
174(4) |
Quorum for meetings of Board. |
|
187(3) |
Investments of company to be held in its own name |
|
197(4) |
Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits |
|
203(1)(iii)(a) |
Appointment of key managerial personnel. |
|
286 (proviso c) |
Obligations of directors and managers. |
|
304 |
Circumstances in which company may be wound up voluntarily |
|
320 |
Distribution of property of company. |
|
452(1)(b) |
Punishment for wrongful withholding of property. |
CS Varadvinayak V. Khambete
Disclaimer: This write up has been prepared based on self study. Probability of any mistake in it may exist. Readers are advised to refer to relevant provisions of law.
CAclubindia
