Conversion of a public company into a private company may proceed by article amendment without winding up or court confirmation.

A public company may be converted into a private company by altering its articles of association through a proper special resolution, without winding up or reconstitution, because the statute permits alteration and does not prohibit conversion in that direction. The Court rejected the earlier view that court confirmation was necessary and held that provisions governing conversion from private to public status did not bar this conversion. On that basis, the Registrar was bound to file the amended articles and could not refuse registration.

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Issues: Whether a public company can be converted into a private company by suitable alterations in the articles of association without winding up and reconstitution, and whether the Registrar is bound to file such amendments.

Analysis: The Court held that the earlier view requiring winding up and reconstitution was incorrect. It reasoned that a conversion from public to private status can be effected by proper amendments to the articles of association, and that such amendments do not require confirmation by the Court. The Court further rejected the Registrar's reliance on provisions dealing with conversion in the opposite direction, holding that those provisions did not prohibit the conversion now in question. On that footing, and taking section 82 as requiring filing of the amendments, the Court held that the Registrar could not refuse to file them.

Conclusion: A public company may be converted into a private company by suitable alteration of its articles of association, and the Registrar is bound to file such amendments.

Ratio Decidendi: Where the statute permits alteration of articles and does not prohibit conversion from public to private status, such conversion may be accomplished by a proper special resolution amending the articles, without winding up the company.

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