# Variation of Shareholders' Rights — Section 48
Section 48 prescribes the procedure to vary the rights attached to a class of shares.
## 1. Pre-Conditions for Variation
### Condition 1 — Authority in MOA/AOA
- There must be a provision in the Memorandum or Articles entitling the company to vary class rights; OR
- In the absence of such provision, the terms of issue of those shares must not prohibit such variation.
### Condition 2 — Consent of the Class
Either:
- Written consent of holders of not less than 75% of the issued shares of that class; OR
- A Special Resolution sanctioning the variation, passed at a separate class meeting.
### Condition 3 — Consent of Affected Other Class (Proviso to sub-section 1)
If the variation affects rights of any other class, then the consent of 3/4ths (75%) of that other class must also be obtained, and Section 48 applies to such variation as well.
## 2. Right of Dissenting Minority — Tribunal Application
- Holders of at least 10% of issued shares of that class who did NOT consent / did not vote in favour may apply to the Tribunal (NCLT) to have the variation cancelled.
- The variation shall NOT take effect until confirmed by the Tribunal.
## 3. Procedural Aspects
| Aspect | Requirement |
|---|---|
| Time limit for application | Within 21 days of date of consent or resolution. |
| Who can apply | One or more shareholders, appointed in writing on behalf of entitled shareholders. |
| Effect of order | Tribunal's decision is binding on shareholders of that class. |
| Filing with ROC | Copy of Tribunal's order must be filed with Registrar within 30 days of the order. |
## 4. Flow Summary
```
Step 1: Check MOA/AOA authority (or terms of issue allow it)
↓
Step 2: Obtain 75% written consent OR Special Resolution at class meeting
↓
Step 3: If affects another class → 75% consent of that other class
↓
Step 4: Wait 21 days — 10% dissenters may apply to Tribunal
↓
Step 5: Tribunal confirmation (if applied) → File order with ROC in 30 days
```