law: Companies Act, 1956
  Sec 17 -     Special resolution and
  
  confirmation by Company Law Board required for alteration of memorandum. 
  (1) A company may, by special resolution,
  
  alter the provisions of its memorandum so as to change the place of its
  
  registered office from one State to another, or with respect to the objects of
  
  the company so far as may be required to enable it :
  (a) to carry on its business more economically
  
  or more efficiently;
  (b) to attain its main purpose by new or
  
  improved means;
  (c) to enlarge or change the local area of its
  
  operations;
  (d) to carry on some business which under
  
  existing circumstances may conveniently or advantageously be combined with the
  
  business of the company;
  (e) to restrict or abandon any of the objects
  
  specified in the memorandum;
  (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 another shall not take effect unless it is confirmed by the
  
  Company Law Board on petition.
  (3) Before confirming the alteration, the
  
  Company 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 Company Law Board,
  
  be affected by the alteration; and
  (b) that, with respect to every creditor who,
  
  in the opinion of the Company Law Board, is entitled to object to the
  
  alteration, and who signifies his objection in the manner directed by the
  
  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 Company Law Board:
  Provided  that the Company Law
  
  Board may, in the case of any person or class of persons, for special reasons,
  
  dispense with the notice required by clause (a).
  (4) The Company Law Board shall cause notice
  
  of the petition for confirmation of the alteration to be served on the
  
  Registrar who shall also be given a reasonable opportunity to appear before the
  
  Company Law Board and state his objections and suggestions, if any, with
  
  respect to the confirmation of the alteration.
  (5) The Company Law Board may make an order
  
  confirming the alteration on such terms and conditions, if any, as it thinks
  
  fit, and may make such order as to costs as it thinks proper.
  (6) The Company Law Board 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 Company Law Board may, if it thinks
  
  fit, adjourn the proceedings in order that an arrangement may be made to the
  
  satisfaction of the Company Law Board 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 in any such purchase.