law: Companies Act, 2013 
  48.
  
    Variation
  
  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 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.
  1.     
  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 may be, 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.
  1.     
  2.     
  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.
  5.      Where any default is
  
  made in complying with the provisions of this section, the company shall be
  
  punishable with fine which shall not be less than twenty-five thousand rupees
  
  but which may extend to five lakh rupees and every officer of the company who
  
  is in default shall be punishable with imprisonment for a term which may extend
  
  to six months or with fine which shall not be less than twenty-five thousand
  
  rupees but which may extend to five lakh rupees, or with both.