(a). Special resolutions subject to court confirmation – sec 78 of Act 992:

• Reduction in stated capital in any way
• Reduction or extinguish unpaid liability on any of its shares
• Cancellation of any shares by altering its constitutions
• Resolve to pay or return any excess assets to its shareholders

(b).

• The constitutions of a company with shares shall state the number of shares to be registered with – sec 26.
• The constitutions may provide for different classes of shares with rights regarding dividend, voting, repayment or otherwise – sec 49.
• The nature of shares and the rights and liabilities attached shall be dependent on the terms of issue and the constitutions as amended from time to time consistent with Act 992.
• The rights attached to different classes of shares may be altered in accordance with section 50 or 239 of Act 992 but not otherwise – sec 30.
• Every member shall have such rights, duties and liabilities as imposed by Act 992 and the constitutions of the company – sec 33.
• Every member shall have the right to attend meetings, speak and vote despite a contrary provision in the constitutions except for members with unpaid calls, if provided for in the constitutions – sec 31.
• Sec 50:
  • Class rights shall not be varied except to the extent and manner provided in the constitutions.
  • Special resolution required to alter the constitutions by inserting provisions regarding variations of class B rights or modifying the terms – not ordinary resolution.
  • At least 75% of the holders of each class must give prior written consent to the alteration or sanction the alteration by a special resolution of shareholders of each class for the variation of the rights of each class.
• Here, the prior written consent of at least 75% or the sanction of special resolution of the class B shareholders is needed to vary their rights, which was not done.
• The implementation of the ordinary resolution shall be deemed a variation of class B shareholders’ rights – abolishing voting and special dividend.
• At least 15% aggregate of class B shareholders may apply to the court for the variation cancellation.
• Once the application is made, the variation shall have no effect until court confirmation.
• The application must be made by class B shareholders within sixty days of the date the variation was effected.
• The application can be made on their behalf by one or more of their number appointed in writing.
• The company shall deliver to the registrar a notice in prescribed form if the application is made.
• The court, if satisfied, confirms the variation or cancels it if concerned that the variation will unfairly prejudice class B shareholders.
• The company shall deliver the order of the court to the registrar for registration within twenty-eight days.
• There is a fine for the company and every officer of the company in default of delivering the court order to the registrar.

(c).

• The priority of charges determines which one will be paid before the other from the proceeds of the assets.
• It tells which lender is more secured with the underlying value of the assets charged over which there could be a lien.
• It is ranking of who is more entitled to the claims on the assets charged.
• Generally, fixed charges have priority over floating charges.
• Prior charges take precedent over subsequent ones, unless otherwise indicated.
• Registered charges have priority over unregistered ones.
• If both are registered, then the earlier in time takes precedent over the later.