Under section 14 of the Companies Act, 2013, an alteration of the articles of association which has the…

Under section 14(1) of the Companies Act, 2013 (formerly s.31 of the Companies Act, 1956), a company may alter its articles by special resolution, and the second proviso provides that an alteration having the effect of converting a public company into a private company is not valid unless it is approved by an order of the Central Government on an application made in the prescribed form and manner (rule 41 of the Companies (Incorporation) Rules, 2014); this power has been delegated to the Regional Directors. Approval of the Tribunal was required only until the Companies (Amendment) Act, 2019 transferred the power to the Central Government with effect from 2 November 2018, and an ordinary resolution with the Registrar's approval is not sufficient.