17. Special resolution
and confirmation by Central Government required for alteration
of memorandum.—(l) 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;
or
(b) to attain its main purpose by new or 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 another shall not take effect unless it is confirmed
by the Central Government on petition.
(3) Before confirming the alteration, the Central Government
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 Central Government be affected by the alteration; and
(b) that, with respect to every creditor who, in the opinion
of the Central Government, is entitled to object to the alteration,
and who signifies his objection in the manner directed by
the Central Government, either his consent to the alteration
has been obtained or his debt or claim has been discharged
or has been determined, or has been secured:
Provided that the Central Government may, in the case of
any person or class of persons, for special reasons, dispense
with the notice required by clause (a).
(4) The Central Government 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 of appearing
before the Central Government and state his objections and
suggestions, if any, with respect to the confirmation of the
alteration.
(5) The Central Government 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 Central Government 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.
|
