Rejection of MGT-14 for alteration of AOA

[Vivek Hegde]

Dear Members,

One of the MGT-14 filed for alteration of articles has been rejected by ROC with the following reasons:

REPLACING ENTIRE AOA IS NOT LEGAL. ONLY REGULATIONS IN AOA CAN BE CHANGED/SUBSTITUTED AND THE CHANGED REGULATIONS SHOULD HAVE BEEN EMBODIED IN THE RESOLUTION. AS THIS DEFICIENCY CANNOT BE RECTIFIED, THIS FILING IS REJECTED.

There has been a change in the definition of 'alteration' in the Companies Act, 2013. 

Under the Companies Act, 1956 "alter" and "alteration" shall include the making of additions and omissions.

Under the Companies Act, 2013 “alter” or “alteration” includes the making of additions, omissions and substitutions;

Accordingly, substituting (replacing has the same meaning) of AOA is allowed under new Companies Act, 2013. 

Kindly share your views.

Also I am surprised how this form can be rejected since as per the attached circular, form MGT-14 for alteration of AOA is under STP (straight through process) mode. 

Warm Regards

CS Vivek Hegde,B.com, FCS, CWA

Vivek Hegde & Co.
Company Secretaries
No. 2034, 26th Cross, K.R.Road
Banashankari II Stage, Behind 

Sevakshetra Hospital

Bangalore-560070
Mob : 09900898223

Off: 080 26710667

[Rajesh]

I completely agree with your view on the definition of Alteration, (yes, it also includes "substitution").

But according to ROC, the entire Regulation (i mean the substituted one) should form part and parcel of the Resolution.  I think that is the reason the Form has been rejected.   

Yes, i am also confused with the mode of approval, as per the Circular it is STP.  Only ROC can throw some light on this.

Rgds,

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[Jayashree Chandrasekaran]

Dear Vivek,

I think you must take up this with the ROC

Members of a  company can definitely go in for a new set of articles...whether called substitution or replacement

How can he reject?

At the best he can only put under re-submission

Yes it is definitely under STP mode....there must be some triggers by which some of the MGT-14 would have been open for approval

Jayashree

On Fri, Oct 24, 2014 at 1:36 PM, Vivek Hegde <vivekhe...@gmail.com> wrote:

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C.JAYASHREE
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CHENNAI
98840 17120

[kiran Bhat]

Dear Vivek,

Same thing was happened with me also. ROC is expecting us to cover entire new aoa to be adopted to cover in the resolution and CTC of the same to be attached with MGT 14.

On Fri, Oct 24, 2014 at 1:36 PM, Vivek Hegde <vivekhe...@gmail.com> wrote:

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CS Kiran N P

Company Secretary in Practice

Ph: 8904759088

[Ganga Anil Kumar]

Dear All,

The MGT 14 is STP only under certain Sections, but not in all the cases.

Thanking you,

Warm Regards

CS Anil Kumar Ganga | Chennai | India | +91 87545 95549 (TN) | +91 80082 99901 (AP)

[SUDHIER KUMAR GUPTHA]

Form MGT 14 is not an STP form for all the issues,  Pls read the circular in this regard carefully.

[Vivek Hegde]

Dear Mr.Anil/Mr.Sudhir,

I agree. Attaching the relevant circular. As per the circular, alteration of AOA is under STP.

Warm Regards

CS Vivek Hegde,B.com, FCS, CWA

Vivek Hegde & Co.
Company Secretaries
No. 2034, 26th Cross, K.R.Road
Banashankari II Stage, Behind 

Sevakshetra Hospital

Bangalore-560070
Mob : 09900898223

Off: 080 26710667

[BINDU MADHAVA]

But ROC has the suo moto powers over STP forms under 2nd proviso to Rule 10 of Registration offices and fees rules 2014

Regards
Bindu Madhava K G

[sushant panchal]

Which ROC rejected the form?

Regards,

Sushant

Thanks & Regards,

Sushant Panchal

[SUDHIER KUMAR GUPTHA]

When the company's name gets changed, obviously we are supposed to change in the AOA also, probably that reservation by the MCA might have triggered  verification of  ROC.

On Mon, Oct 27, 2014 at 12:19 PM, BINDU MADHAVA <binduma...@gmail.com> wrote: