Section 114: Variation of rights

114. Variation of rights (1) Where the share capital of a company is divided into different classes of shares, a company shall not take any action which varies the rights attached to a class of shares unless that variation is approved by a special resolution, or by consent in writing of the holders of 75 per cent of the shares of that class. (2) Where the variation of rights attached to a class of shares is approved under subsection (1) and the company becomes entitled to take the action concerned, the holder of a share of that class, who did not consent to or cast any votes in favour of the resolution for the variation, may apply to the Court for an order under section 178, or may require the company to purchase those shares in accordance with section 108. (3) In this section— “class” means a class of shares having attached to the shares the same rights, privileges, limitations and conditions; “variation” includes abrogation and the expression “valued” shall be construed accordingly. [Issue 1] C35 – 76 Revised Laws of Mauritius (4) A resolution which would have the effect of— (a) diminishing the proportion of the total votes exercisable at a meeting of shareholders of the company by the holders of the existing shares of a class; or (b) reducing the proportion of the dividends or distributions payable at any time to the holders of the existing shares of a class, shall be deemed to be a variation of the rights of the class. (5) The company shall within one month from the date of the consent or resolution referred to in subsection (1) file with the Registrar in a form approved by him the particulars of such consent or resolution. Sub-Part E – Meetings of Shareholders