5. (1) The articles of a company shall
contain the regulations for management of the company.
(2) The articles shall also contain such
matters, as may be prescribed:
Provided that nothing prescribed in
this sub-section shall be deemed to prevent a company from including such
additional matters in its articles as may be considered necessary for its
management.
(3) 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.
(4) The provisions for entrenchment
referred to in sub-section (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.
(5) 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.
(6) The articles of a company shall be in
respective forms specified in Tables F, G, H, I and J in Schedule I as may be
applicable to such company.
(7) A company may adopt all or any of the
regulations contained in the model articles applicable to such company.
(8) In case of any company, which is
registered after the commencement of this Act, in so far as the registered
articles of such company do not exclude or modify the regulations contained in
the model articles applicable to such company, those regulations shall, so far
as applicable, be the regulations of that company in the same manner and to the
extent as if they were contained in the duly registered articles of the
company.
(9) Nothing in this section shall apply to the
articles of a company registered under any previous company law unless amended
under this Act
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