Companies Act, 1956
Sec 106 -
Alteration of rights of holders of special classes of shares
Where the share capital of a company is divided into different
classes of shares, the rights attached to the shares of any class may be varied
with the consent in writing of the holders of not less than three-fourths of
the issued shares of that class or with the sanction of a special resolution
passed at a separate meeting of the holders of the issued shares of that
class :
(a) if provision with respect to such
variation is contained in the memorandum or articles of the company, or
(b) in the absence of any such provision in
the memorandum or articles, if such variation is not prohibited by the terms of
issue of the shares of that class.