Explain the following: Concept of entrenchment in the Companies Act, 2013.

CS Professional · Drafting, Pleadings and Appearances · PYQS · December 2019
Explain the following: Concept of entrenchment in the Companies Act, 2013.

Answer & Explanation:

The concept of entrenchment is given under section 5 of the Companies Act, 2013, which are as follows: Section 5 (3) of the Companies Act, 2013 states that the articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with. Section 5 (4) of the Companies Act, 2013 states that the provisions for entrenchment referred to in section 5 (3) shall only 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. Section 5 (5) of the Companies Act, 2013 states that Where the articles contain the provisions for entrenchment, the company shall give notice to the Registrar of such provisions in Form No INC-32(SPICe) 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

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