9911796707
TMI Blog1942 (11) TMI 7X X X X Extracts X X X X X X X X Extracts X X X X ..... blic company. On 22nd July 1940, the directors at a meeting decided that the company should be changed from a public one into a private one. On 25th August 1940, an extraordinary meeting of the share-holders was held, and certain amendments were made in the memorandum and articles by a resolution. A copy of these amendments was sent to the Registrar of Joint Stock Companies. On 11th January 1941, the Registrar informed the company that confirmation of this Court was necessary for the amendments. On 27th February 1941, an application was filed in this Court praying for confirmation of the amendments so made. The matter came before the company Judge on 3rd March 1941, and the learned Judge held that the memorandum of association could not be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng that a public company could not be converted into a private company except by winding up and reconstitution. It is, in my judgment, now well established that such a conversion can take place if suitable amendments are made to the articles of association, and it is to be observed that amendments to the articles of association do not require the confirmation of this Court. The Registrar of Joint Stock Companies appears to think that section 184, Companies Act, prevents the conversion of a public company into a private company by mere alterations in the articles of association; but, in my judgment, that view is not well founded. Section 154 deals with the conversion of a private company into a public company, and the section is based upon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith the end in view of altering the nature of this company, and, in my judgment, there is nothing in the Companies Act which prohibits the Registrar from refusing to file such amendments. On the contrary, it appears to me that by reason of section 82, Companies Act, he is bound to file them. The company does not now press for the confirmation of the original amendments made, and that being so, the appeal must be dismissed. It is clear that the point which has been urged before us as to whether a conversion of a public company into a private one can be made by suitable alterations in the memorandum was not argued fully before the learned Judge. Otherwise, I feel he would not have made the observation which he did that winding up and reconsti ..... X X X X Extracts X X X X X X X X Extracts X X X X
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