PQR Limited, by amending its Articles of Association, inserts the following clauses : (a) Members of the company shall be bound by the new clause even though they voted against it. (b) A resolution has been passed to mak

The provisions of Section 14 of the Companies Act, 2013, lays down that subject to the provisions of the Act and to the conditions contained in its memorandum, a company may, by a special resolution, alter its articles. Every alteration of articles shall be filed with the Registrar together with a printed copy of the altered articles within a period of fifteen days in e form MGT-14. The answers to the sub-questions stated are as follows: (a) The stated clause is valid, as all the members of a company become bound by any valid alteration made to the Articles of Association whether they voted for or against it [HariChandana Yoga Devav. Hindustan Co-op. Insurance Society Ltd., AIR 1925 Cal.690] Section 14(3) provides that (3) any alteration of the articles registered under sub-section (2) shall, subject to the provisions of this Act, be valid as if it were originally in the articles. (b) The stated clause is not valid, as any alteration made to the Articles of Association which has the effect of limiting the company's share capital to a fixed amount would have no effect being contrary to the provisions of the Act. [Muheer Hemant Mafatlal v. Mafatlal Industries Ltd., (1987) 89 Bom LR 86 (Bom)]. (c) The stated clause is valid, as a company is required to give 21 days' notice for holding general meeting as per the provisions of the Companies Act, 2013. Therefore, in the given case, a company may provide in its articles to give 30 days' notice which is not in contravention to the provisions of the Law and the stringent provisions can be made in the Articles of Association of the company so long as they are not contrary to the provisions of the Act.