Special Resolution for Variation of Shareholders Rights

Special-Resolution-for-Variation-of-Shareholders-Rights



As per the provisions of Section 48 of the Companies Act, 2013Where 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 the 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 other 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.

Special Resolution for Variation of Shareholders Rights

RESOLVED THAT the consent of Preference Shareholders be and is hereby accorded pursuant to the provisions of section 48 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules therein, to the Board of Directors of the Company (hereinafter called “the Board” and which term shall be deemed to include any Committee, which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution and with the power to delegate such authority to any person or persons) for Reduction of rate of dividend from ___ % to ____ % on _____% Redeemable Cumulative Preference Shares of Rs.___ each.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things and to sign all such documents as may be necessary, expedient and incidental thereto to give effect to this resolution.”

Explanatory Statement

Considering the financial position of the company it is proposed to Reduce the rate of dividend from ___ % to ____ % on _____% Redeemable Cumulative Preference Shares of Rs.___ each, other terms and conditions would be same as stipulated at the time of issue of preference shares or changed from time to time.
As per the provisions of Section 48 of the Companies Act, 2013 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. The Board of Directors accordingly recommends the resolution set out above for your approval.

None of the Directors and key managerial personnel of the Company and their relatives is, in any way, concerned or interested in this resolution.

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