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Section 30
Shares with different rights and the rights of such shareholders
: (1) The company may issue different classes of shares with different rights as stipulated in the articles of association and regulations of the company.
(2) Except as otherwise provided in the company's regulations, if there is any change in the rights of a particular class of shareholders, the approval of the shareholders of the respective class shall be required. However, the rights of a particular class of shareholders cannot be manipulated in such a way that the rights of the shareholders of any other class are adversely affected.
(3) If a shareholder representing at least ten percent of the shares of a class who is not satisfied with the decision regarding the modification of the rights in the shares of a particular class pursuant to sub-section (2) petitions the court for the annulment of the said modification decision, the rights of the shareholders of such class shall be revoked until the court decides or orders otherwise. The decision about manipulation will not apply.
(4) An application must be submitted as per subsection (3) within thirty days of the decision to change the rights in the special class of shares, and the decision as per subsection (2) cannot be implemented until that deadline has passed.
(5) If it is found that the petitioner shareholders will be harmed by changing the rights granted to the respective class of shareholders, the court may cancel the decision regarding changing the rights of the shareholders of that class.
(6) In accordance with sub-section (2), the board of directors shall submit a proposal for changing the rights of shareholders of a particular class to the general meeting of the shareholders of the relevant class and such proposal shall be passed as a special proposal by the general meeting.
(7) Notwithstanding anything written elsewhere in this section, during the privatization of a company fully or partially owned by the Government of Nepal as a shareholder, as long as the Government of Nepal's investment in such company is privatized in accordance with prevailing laws, the special voting rights of the Government of Nepal may remain as provided in the regulations when deciding on the following matters: -
(a) When deciding on the motion to waive the right in accordance with clause (a) of sub-section (1) of section 105,
(b) in deciding on voluntary winding up of the company,
(c) When deciding to merge the company with another company.
(2) Except as otherwise provided in the company's regulations, if there is any change in the rights of a particular class of shareholders, the approval of the shareholders of the respective class shall be required. However, the rights of a particular class of shareholders cannot be manipulated in such a way that the rights of the shareholders of any other class are adversely affected.
(3) If a shareholder representing at least ten percent of the shares of a class who is not satisfied with the decision regarding the modification of the rights in the shares of a particular class pursuant to sub-section (2) petitions the court for the annulment of the said modification decision, the rights of the shareholders of such class shall be revoked until the court decides or orders otherwise. The decision about manipulation will not apply.
(4) An application must be submitted as per subsection (3) within thirty days of the decision to change the rights in the special class of shares, and the decision as per subsection (2) cannot be implemented until that deadline has passed.
(5) If it is found that the petitioner shareholders will be harmed by changing the rights granted to the respective class of shareholders, the court may cancel the decision regarding changing the rights of the shareholders of that class.
(6) In accordance with sub-section (2), the board of directors shall submit a proposal for changing the rights of shareholders of a particular class to the general meeting of the shareholders of the relevant class and such proposal shall be passed as a special proposal by the general meeting.
(7) Notwithstanding anything written elsewhere in this section, during the privatization of a company fully or partially owned by the Government of Nepal as a shareholder, as long as the Government of Nepal's investment in such company is privatized in accordance with prevailing laws, the special voting rights of the Government of Nepal may remain as provided in the regulations when deciding on the following matters: -
(a) When deciding on the motion to waive the right in accordance with clause (a) of sub-section (1) of section 105,
(b) in deciding on voluntary winding up of the company,
(c) When deciding to merge the company with another company.