minutes

ya.. a resloution to the effect of change must be passed and it must be incorpoated in the minutes of the meeting

Is this regarding a change in the regsitered office or the transfer of the business of the Company......in both the cases Borad resolution is necessary. please refer to section 293 and section 17 for consideration of passing a Special Reso in the EGM. 

Of course, Board of directors must have to approve (may be recommend) first each and every matter to be passed by the shareholders.