Under Sectmn 107 the shareholders who dissent from the variation have a special right of appeal. Dissenting members, holding not less than ten per cent of the issued shares of the class affected, may,. w ithin twenty-one days after passing of the resolution, apply to the Court to cancel the vanat on If such an application is made, then variauon shall not take effect until it is confirmed by the Court. If the Court is satisfied that the variation would unfairh- prejudice the interests of that class of shareholders which have moved the application it may disallow the variation, otherivise it will confirm the vanation.
The company must, with thirty days of the receipt of Corrrt's order, forward a copy thereof together with a copy of special resolution and a copy of changed memorandum (or articles as tile case may be), to the Registrar who shall regi ster the same. The change becomes effective from the date of registration.
(iv) Re-arrangement of share capital (Sec. 391). The capital clause will also be altered where the share capital is stated by the memorandum to consist of preference slrares and eq 'its slr.Tes and it is proposed to consolidate all such shares mto one class of equity shares, or where the capital is stated by the memorandum to consist en irely of equity shares and it IS proposed to convert apart of those into preference shares. The change IS effected by means of a 'scheme of arrangement' under Section 391. Dctailed procedure of a
scheme of arrangernent' is given m Chapter 23.
Note. It may be recalled that an unlimited compa: capital is not required to have the Capital Clause in its Remora : 'caseofsuclZ a company, Section 27 (I) providesthat the amount o vat
Share Capital' must be stated in the 'articles' of the company.- capital clause, therefore, does not involve alteration of In-nnor case of companies with unlimited liability having a share caphal
In the end it may be noted that where an alteration is mad :memorandunZ of a co!" :any, of the -andun. subsec -: 'issued must be in accordance with the alteration For non-co :.pb this requirement. the company and ever of icer of the company Alto :s -. default, shall be punishable with Nhich may extend to ten mpe.s - eacb copy so issued (Sec. 4Q)
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