As per Section 13 of Indian Companies Act 2013 a company can alter its memorandum as provided in Section 61 of the Act by passing special resolution and complying with the provisions in the Act. Provisions in the Indian Companies Act 2013 regarding Alteration of Memorandum of the company is as under.
(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.
(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.
(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.
(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 inaccordance 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
thecompany otherwise than as a member, shall be void.