COMPANIES ACT - 1963 (ACT 179)

    Section - 47 - Variation of Class Rights

    (1) If at any time the shares of a company are divided into different classes, the rights attached to any class shall not be varied except to the extent and in the manner provided in the Regulations.

    (2) If the Regulations shall expressly forbid any variation of the rights of a class, or shall contain provisions regarding such variation and shall expressly forbid any alteration of such provisions the rights or the provisions for variation shall not be altered except with the sanction of the Court under a scheme of arrangement in accordance with section 231 of this Code.

    (3) Except as provided in subsection (2) of this section a company may, by special resolution, alter its Regulations by inserting therein provisions regarding the variation of the rights of any class or by modifying the terms of any such provisions.

    (4) Any such alteration shall require the prior written consent of the holders of at least three-fourths of the issued shares of each class or the sanction of a special resolution of the holders of the shares of each class and shall be deemed, for the purposes of subsections (7) to (11) of this section to be a variation of the rights of each class.

    (5) Notwithstanding any provision in the Regulations the rights attached to any class of shares first issued after the commencement of this Code shall not be varied except with the written consent of the holders of at least three-fourths of the issued shares of that class or the sanction of a special resolution of the holders of the shares of that class.

    (6) Any resolution of a company the implementation of which would have the effect of diminishing the proportion of the total votes exercisable at a general meeting of the company by the holders of the existing shares of a class or of reducing the proportion of the dividends or distributions payable at any time to the holders of the existing shares of a class, shall be deemed to be a variation of the rights of that class.

    (7) If the rights of any class of shares are varied the holders of not less in the aggregate than fifteen per centum of the issued shares of that class may apply to the Court to have the variation cancelled, and where such application is made the variation shall not have effect unless and until it is confirmed by the Court.

    (8) An application to the Court under subsection (7) of this section shall be made within sixty days of the date on which the variation was effected 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.

    (9) If such an application is made the company shall forthwith deliver to the Registrar for registration notice in the prescribed form of that fact.

    (10)The Court after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested in the application shall, if it is satisfied that the variation would unfairly prejudice the shareholders of any class, cancel the variation and shall, if not so satisfied, confirm the variation.

    (11) The company shall, within twenty-eight days after the making of an order by the Court on such application, deliver a copy thereof to the Registrar for registration.

    (12) If a company makes default in delivering to the Registrar the notice or order referred to in subsection (9) or (11) of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding ten pounds.