Alteration of AOA-filing Form MGT-14

Practical difficulties while filing MGT-14 for alteration of Articles, with e-AOA in Form INC-34:

With recent changes made by MCA to Form MGT-14 for alteration of AOA, user is prompted to use Form INC-34 along with Form MGT-14 to be filed with MCA.

Form INC-34 e-AOA as per applicable Table is pre-filled, which needs to be updated to reflect the latest amendment.

Existing AOA of a Company is not matching with the format as prescribed in applicable Table to the Companies Act 2013, due to different formats of AOA used for incorporation/amendment made when physical AOA filing was in usage.

Further, many Companies executed SHAs, and their AOAs are altered to reflect the SHA provisions applicable to AOA.

?Limitations of current Form INC-34:

?In the following extract from Form INC-34, user has option to mark an Article as either ‘Not applicable’ or to check, if altered.

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The user cannot change the description, i.e. heading assigned to that Article.

For example, in the above extract from INC-34, user may select check if altered box and change the text provided under description. However, the heading of that Article will remain as “Interpretation”. Article 10 in the AOA of a Company need not match with the subject heading of Article 10 of Table F. In such cases, how to file Form INC-34 as addendum to Form MGT-14 to update the amendments to AOA?

?Way forward:

a)?? To select all articles in INC-34 as ‘Check if not applicable’

?b)?? Attach altered AOA printed, signed by a Director of that Company and attach to Form???

????????? INC-34.

?c)?? Prepare Form MGT-14, attach EGM Notice, extract, altered AOA and a clarification letter signed by a Director, that the existing AOA of the Company is not as per the Form INC-34 pre-filled at MCA and hence, the altered AOA has been filed in physical attachment mode to Form INC-34.?

Form MGT-14 filed for alteration of AOA is not getting approved at MCA through STP and hence, it generally takes 5-10 days for getting Form MGT-14 approved.?

What needs to be improved by MCA:

Form INC-34 linked to the Form MGT-14 of a Company shall download with pre-filled existing AOA (Prior to current amendment) and user shall be able to add only current amendment into Form INC-34. Currently, Form INC-34 is pre-filled as per the prescribed Table of AOA.

?Further, option shall be provided to the user to change description (heading) also in the Form INC-34.

Runi Sharma Arushi Aneja