Section 14: Companies Act- Incorporating companies and compliances in India
Section 14 of the Companies Act, 2013: This section deals with the alteration of the articles of association of a company. It provides that a company may alter its articles of association by passing a special resolution in accordance with the provisions of the Act.
In V.B. Rangaraj v. V.B. Gopalakrishnan and Ors., (1992) 73 Comp Cas 743 (SC): In this case, the Supreme Court held that the articles of association of a company are a contract between the company and its members and between the members themselves. Any alteration of the articles of association must be made in good faith and for the benefit of the company as a whole and not for the benefit of any particular group of members or directors.
Rule 18 of the Companies (Incorporation) Rules, 2014: This rule provides that in case of alteration of the articles of association of a company, the company shall file an application in the prescribed form along with the prescribed fee, with the Registrar of Companies.
Section 14(1)(b) of the Companies Act, 2013: This subsection provides that any alteration of the articles of association of a company that has the effect of increasing the share capital of the company must be made in accordance with the provisions of section 61 of the Act.
Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014: This rule provides for the procedure for increasing the share capital of a company and the requirement for filing an application with the Registrar of Companies.
Section 14(2) of the Companies Act, 2013: This subsection provides that any alteration of the articles of association of a company must not have the effect of overriding the provisions of the Act.
In Standard Chartered Bank v. Andhra Bank Financial Services Ltd., (2006) 132 Comp Cas 513 (AP): In this case, the Andhra Pradesh High Court held that any alteration of the articles of association of a company must be consistent with the provisions of the Act and cannot override them.
Section 14(3) of the Companies Act, 2013: This subsection provides that any alteration of the articles of association of a company shall be effective from the date on which the resolution is passed or from such other date as may be specified in the resolution.
Section 14(4) of the Companies Act, 2013: This subsection provides that a printed copy of the amended articles of association shall be filed with the Registrar of Companies within 30 days of the passing of the resolution.
Rule 19 of the Companies (Incorporation) Rules, 2014: This rule provides for the filing of a copy of the amended articles of association with the Registrar of Companies.
Section 14(5) of the Companies Act, 2013: This subsection provides that if a company alters its articles of association, it must make the necessary changes in every copy of the memorandum of association that it issues after the date of the alteration.
Rule 20 of the Companies (Incorporation) Rules, 2014: This rule provides for the inclusion of a statement in every copy of the memorandum of association issued after the date of the alteration, indicating that the articles of association have been altered and the date of the alteration.
In Saheli Leasing and Industries Ltd. v. Usha International Ltd., (1990) 68 Comp Cas 553 (Cal): In this case, the Calcutta High Court held that the inclusion of a statement in the memorandum of association indicating the alteration of the articles of association is mandatory and failure to do so would render the memorandum of association invalid.
These provisions and rules provide for the requirement to make changes in every copy of the memorandum of association issued after the date of the alteration of the articles of association and the inclusion of a statement in the memorandum of association indicating the alteration. Companies must comply with these requirements to ensure that the memorandum of association remains valid and reflects the current state of the company's articles of association. By Siddharth Dalmia
The StartUp Sherpa
+91-9971799250
dalmiasiddharth1994@gmail.com
