## Alteration of AOA (Section 14)
### Fundamental Principle (Case: Andrews v. Gas Meter Co.)
A company CANNOT divest itself of the power to alter its articles. (Andrews v. Gas Meter Co. [1897] 1 CH 161)
### Matters Not Covered in MOA
If the MOA is silent on a matter, it can be dealt with by altering the AOA.
### Procedure for Alteration of AOA
1. The company may alter its AOA by passing a Special Resolution (SR), subject to the Act and the MOA.
2. Alteration includes Conversion of Company Type:
- Private → Public, or
- Public → Private.
3. CG Approval for Public → Private Conversion
- Approval required within 60 days from passing the SR.
- Filed using e-Form RD-1 with the RD along with fee.
Documents to attach:
- Draft MOA & AOA with proposed changes.
- Copy of GM minutes, SR details, votes, and dissenters' names.
- Copy of BR / POA authorizing the application, dated within 30 days.
- Declaration by KMP confirming compliance with relevant laws/rules.
### ROC Filing
- Alteration + CG's approval (if applicable) + printed copy of altered AOA filed with ROC within 15 days.
- Once registered, the alteration is valid as if originally included in the AOA.
### Noting Alteration in Every Copy (Sec 15)
Every copy of the AOA shall reflect alterations made. If not, the company and its officers are liable for a penalty of ₹1,000 per copy issued without noting the alteration.
### Quick Compare: Private↔Public Conversions
| Conversion | CG Approval? |
|---|---|
| Private → Public | NOT required (just SR + ROC filing) |
| Public → Private | REQUIRED — RD's approval within 60 days |