Section 166 CAMA 2020
Section 166 Companies and Allied Matters Act is about Power to vary rights. It is under Classes of Shares of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.
Classes of Shares
(1) If at any time the share capital of a company is divided into different classes of shares under section 143, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound up, be varied—
(a) in accordance with the provision in the company’s articles for the variation of those rights ; or
(b) where the company’s articles contain no such provision, with the consent, in writing, of the holders of three- quarters of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class.
(2) To every such separate general meeting as mentioned in subsection (1), the provisions of this Act relating to general meetings apply, but the necessary quorum shall be two persons at least holding or representing by proxy one- third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.
(3) The rights conferred upon the holders of the shares of any class issued with preferred or other rights are not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with them.
(4) Any proposed amendment of a provision contained in a company’s articles for the variation of the rights attached to a class of shares, or the insertion of any such provision into the articles, shall be treated as a variation of those rights and shall require the consent, in writing, of the holders of threequarters of the issued shares of that class, or the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class, before the procedure for the amendment of the articles can proceed.
