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Union of India - Section

Section 12 in Indian Companies Act, 1913

12. Alteration of memorandum

(1)Subject to the provisions of this Act, a company may, by special resolution, alter the provisions of its memorandum so as to change the place of the registered office from one province 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 he combined with the business of the company; or
(e)to restrict or abandon any of the objects specified in the memorandum.
(2)The alteration shall not take effect until and expect in so far as it is confirmed by the Court on petition.
(3)Before confirming the alteration, the Court must be satisfied:-
(a)that sufficient notice has been given to every holder of debentures of the company, and to any persons or class of persons whose interests will, in (he Opinion of the Court, be affected by the alteration ; and
(b)that with respect to every creditor who in the opinion of the Court is entitled to object, and who signifies his objection in manner directed by the Court, 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 tin- satisfaction of the Court:
Provided that the Court may, in the case of any person or class, for special reasons, dispense with the notice required by this section.