The Articles of Association of X Private Limited contains provisions for entrenchment under Section 5 of the Companies Act, 2013. What does entrenchment provisions mean in this context? Also state the relevant provisions
CS Executive · Setting up of Business Entities and Closure · PYQS · June 2022
The Articles of Association of X Private Limited contains provisions for entrenchment under Section 5 of the Companies Act, 2013. What does entrenchment provisions mean in this context? Also state the relevant provisions of the said Act dealing with entrenchment provisions.
Answer & Explanation:
The Companies Act 2013, recognizes an interesting concept of entrenchment. Essentially, the entrenchment provisions allow for certain clauses in the articles to be amended upon satisfaction of certain conditions or restrictions greater than those prescribed under the Act (such as obtaining 100% consent). This provision acts as a protection to the minority shareholders and is of specific interest to the investment community. This empower the enforcement of any pre-agreed rights and provide greater certainty to investors, especially in joint ventures. According to Section 5(3) of the Companies Act, 2013, the articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be altered only if conditions or procedures that are more restrictive than those applicable in the case of a special resolution, are met or complied with. The provisions for entrenchment referred to in section 5(3) shall be made either on formation of a company, or by an amendment in the articles agreed to by all the members of the company in the case of a private company and by a special resolution in the case of a public company. Where the articles contain provisions for entrenchment, whether made on formation or by amendment, the company shall give notice to the Registrar of such provisions in such form and manner as may be prescribed. Where the articles contain the provisions for entrenchment, the company shall give notice to the Registrar of such provisions in SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32) as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 at the time of incorporation of the company or in case of existing companies, the same shall be filed in Form No.MGT. 14 within thirty days from the date of entrenchment of the articles, as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.
Topics: Companies Act, 2013
Related Questions in this Topic
- Discuss in brief when a company is declared as a vanishing company.
- Cute Garments Ltd., not carrying out any business activity, wants to apply to ROC to change its status from Active Compa...
- Rama Limited fails to maintain Statutory Registers under the provisions of the Companies Act, 2013, due to Lockdown. Wha...
- Vinod formed a single person economic activity in the form of One Person Company with his brother Kishor as its nominee....
- Examine the validity of the following statements in respect of Annual General Meeting (AGM) as per the provisions of the...