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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.


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Category Corporate Law, Other Articles by - Varad Khambete 



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