law: Companies Act, 2013 
  13.
  
    Alteration
  
  of memorandum.
  1.      Save as provided in
  
  section 61, a company may, by a special resolution and after complying with the
  
  procedure specified in this section, alter the provisions of its memorandum.
  2.      Any change in the
  
  name of a company shall be subject to the provisions of subsections (2 )
  
  and (3 ) of section 4 and shall not have effect except with the approval
  
  of the Central Government in writing:
  Provided
  
  that no such approval shall be necessary where the only change in the name of
  
  the company is the deletion therefrom, or addition thereto, of the word
  
  “Private”, consequent on the conversion of any one class of companies to
  
  another class in accordance with the provisions of this Act.
  1.     
  2.     
  3.      When any change in
  
  the name of a company is made under sub-section (2 ), the Registrar shall
  
  enter the new name in the register of companies in place of the old name and
  
  issue a fresh certificate of incorporation with the new name and the change in
  
  the name shall be complete and effective only on the issue of such a certificate.
  4.      The alteration of the
  
  memorandum relating to the place of the registered office from one State to
  
  another shall not have any effect unless it is approved by the Central
  
  Government on an application in such form and manner as may be prescribed.
  5.      The Central
  
  Government shall dispose of the application under sub-section (4 ) within
  
  a period of sixty days and before passing its order may satisfy itself that the
  
  alteration has the consent of the creditors, debenture-holders and other
  
  persons concerned with the company or that the sufficient provision has been
  
  made by the company either for the due discharge of all its debts and
  
  obligations or that adequate security has been provided for such discharge.
  6.      Save as provided in
  
  section 64, a company shall, in relation to any alteration of its memorandum,
  
  file with the Registrar—
  a.     
  
    the
  
  special resolution passed by the company under sub-section (1 );
  b.    
  
    the
  
  approval of the Central Government under sub-section (2 ), if the
  
  alteration involves any change in the name of the company.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  7.      Where an alteration
  
  of the memorandum results in the transfer of the registered office of a company
  
  from one State to another, a certified copy of the order of the Central
  
  Government approving the alteration shall be filed by the company with the
  
  Registrar of each of the States within such time and in such manner as may be
  
  prescribed, who shall register the same, and the Registrar of the State where
  
  the registered office is being shifted to, shall issue a fresh certificate of
  
  incorporation indicating the alteration.
  8.      A company, which has
  
  raised money from public through prospectus and still has any unutilised amount
  
  out of the money so raised, shall not change its objects for which it raised
  
  the money through prospectus unless a special resolution is passed by the
  
  company and—
               
  
   i.        
  
    the
  
  details, as may be prescribed, in respect of such resolution shall also be
  
  published in the newspapers (one in English and one in vernacular language)
  
  which is in circulation at the place where the registered office of the company
  
  is situated and shall also be placed on the website of the company, if any,
  
  indicating therein the justification for such change;
              
  
   ii.        
  
    the
  
  dissenting shareholders shall be given an opportunity to exit by the promoters
  
  and shareholders having control in accordance with regulations to be specified
  
  by the Securities and Exchange Board.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  7.     
  8.     
  9.      The Registrar shall
  
  register any alteration of the memorandum with respect to the objects of the
  
  company and certify the registration within a period of thirty days from the
  
  date of filing of the special resolution in accordance with clause (a )
  
  of sub-section (6 ) of this section.
  10.   No alteration made
  
  under this section shall have any effect until it has been registered in
  
  accordance with the provisions of this section.
  11.   Any alteration of the
  
  memorandum, in the case of a company limited by guarantee and not having a
  
  share capital, purporting to give any person a right to participate in the
  
  divisible profits of the company otherwise than as a member, shall be void.