Special resolution and confirmation by Central Government required for alteration of memorandum.

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.... improved means; or      (c) to enlarge or change the local area of its operations; or      (d) to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company; or      (e) to restrict or abandon any of the objects specified in the memorandum; or      (f) to sell or dispose of the whole or any part of the undertaking or of any of the undertakings, of the company; or      (g) to amalgamate with any other company or body of persons. (2) The alteration of the provisions of memorandum relating to the change of the place of its registered office from one State to an....

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....t shall, in exercising its powers under this section, have regard to the rights and interests of the members of the company and of every class of them, as well as to the rights and interests of the creditors of the company and of every class of them. (7) The Central Government may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Central Government for the purchase of the interests of dissentient members; and may give such directions and make such orders as it thinks fit for facilitating, or carrying into effect, any such arrangement: Provided that no part of the capital of the company may be expended for any such purchase.]     ---------------------------- Notes:-....

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....Law Board] must be satisfied      (a) that sufficient notice has been given to every holder of the debentures of the company, and to every other person or class of persons whose interests will, in the opinion of the 4[Company Law Board], be affected by the alteration; and      (b) that, with respect to every creditor who, in the opinion of the 5[Company Law Board], is entitled to object to the alteration, and who signifies his objection in the manner directed by the 6[Company Law Board], either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the 7[Company Law Board]: Provided that the 8[Company La....

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.....e.f. 1-2-1975. [2] 2 Substituted by the Companies (Amendment) Act, 1996, w.e.f. 1-3-1997, for the following: "(2) The alteration shall not take effect until, and except, in so far as, it is confirmed by the Company Law Board on petition." [3] Substituted by the Companies (Amendment) Act, Act 1974 41 of 1974, section 5, for "Court", w.e.f. 1-2-1975. [4] Substituted by the Companies (Amendment) Act, 1974 Act 41 of 1974, section 5, for "Court", w.e.f. 1-2-1975. [5] Substituted by the Companies (Amendment) Act, 1974 Act 41 of 1974, section 5, for "Court", w.e.f. 1-2-1975. [6] Substituted by the Companies (Amendment) Act, 1974 Act 41 of 1974, section 5, for "Court", w.e.f. 1-2-1975. [7] Substituted by the Companies (Amendment) Act, 1974 ....