Shares with different rights and rights of such shareholders

(1) The company may, by making provisions to that effect in its memorandum of association and articles of association, issue various classes of shares with different rights attached thereto.

(2) Except as otherwise provided in the articles of association of a accompany, approval of the shareholders of any particular class shall be required to make any alteration in the rights of those shareholders of that class.

Provided, however, that no alteration may be made in the rights of the shareholders of any particular class in a manner to adversely affect the rights of the shareholders of any other class.

(3) If the shareholders representing at least ten percent share of any particular class who are not satisfied with a decision to make alteration in the rights attached to the shares of that class pursuant to Sub- section (2) file a petition in the court to have the decision to make such alteration void, the decision made to make alteration in the rights of the shareholders of such class shall not be enforced unless and until otherwise decided or ordered by the court.

(4) A petition shall be made pursuant to Sub-section (3) within thirty days after the decision made to make the alteration in the rights attached to the shares of any particular class, and any decision as referred to in Sub-section(2) shall not be enforced pending the expiration of that time limit.

(5) If it appears that alteration in the rights conferred to the shareholders of the class concerned is prejudicial to the rights of the petitioner shareholders, the court may quash the decision made on the alteration in the rights of the shareholders of that class.

(6) The board of directors shall submit a proposed resolution on the alteration in the rights of the shareholders of any particular class pursuant to Sub-section (2) to the general meeting of the shareholders of the concerned class, and such resolution has to be adopted as a special resolution by the general meeting.

(7) Notwithstanding anything contained elsewhere in this Section, in privatizing a company fully or partly owned by the Government of Nepal, as a shareholder, in accordance with the prevailing law on privatization, the Government of Nepal may have special voting right in making decision on the following matters, as provided in the articles of association, so long as the investment to the Government of Nepal is retained in such company: