73.
| (1) Where in the case of a company, the share capital of which is divided into different classes of shares, provision is made by the memorandum or articles for authorizing the variation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares, and in pursuance of the said provision the rights attached to any such class of shares are at any time varied, the holders of not less in the aggregate than fifteen per centum of the issued shares of that class, being persons who did not consent to, or vote in favour of the resolution for the variation, may make an application to the court to have the variation cancelled, and, any such application is made, the variation shall not have effect unless and until it is confirmed by the court. |
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| (2) An application under the provisions of subsection (1) shall be made within twenty-one days from 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 share holders entitled to make the application by such, one or more of their number as they may appoint in writing for the purpose. |
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| (3) On any application made under the provisions! of subsection (1), the court, alter hearing the applicant and any other persons who make an application to the court to be heard and appear to the court to be interested in the application may, if it is satisfied, having regard to all the circumstances of the case, that the variation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation and shall, if not so satisfied, confirm the variation. |
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| (4) The decision of the court on any application made under the provisions of subsection (1) shall be final. |
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| (5) The company shall, within fifteen days from the date of an order by the court on any application made under the provisions of subsection (1), forward a copy of such order to the Registrar and, where default is made in complying with the provisions of this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable to a default fine. |
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| (6) In this section the expression " variation" includes abrogation and the expression "varied" shall be construed accordingly. |
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Sri Lanka Consolidated Acts