Section 48 — Variations of shareholders’ rights

(1) Where a share capital of the company is divided into
different classes of shares, the rights attached to the shares of any class may be varied with the consent in
writing of the holders of not less than three-fourths of the issued shares of that class or by means of a special
resolution passed at a separate meeting of the holders of the issued shares of that class,—
(a) if provision with respect to such variation is contained in the memorandum or articles of th e
company; or
(b) in the absence of any such provision in the memorandum or articles, if such variation is not
prohibited by the terms of issue of the shares of that class:
Provided that if variation by one class of shareholders affects the rights of any o ther class of
shareholders, the consent of three-fourths of such other class of shareholders shall also be obtained and the
provisions of this section shall apply to such variation.
(2) Where the holders of not less than ten per cent. of the issued shares of a class did not consent to
such variation or vote in favour of the special resolution for the variation, they may apply to the Tribunal
to have the variation cancelled, and where any such application is made, the variation shall not have effect
unless and until it is confirmed by the Tribunal:
Provided that an application under this section shall be made within twenty-one days after the date on
which the consent was given or the resolution was passed, as the case maybe, and may be made on behalf
of the shareholders entitled to make the application by such one or more of their number as they may appoint
in writing for the purpose.
(3) The decision of the Tribunal on any application under sub -section ( 2) shall be binding on the
shareholders.
(4) The company shall, within thirty days of the date of the order of the Tribunal, file a copy thereof
with the Registrar.