You are approached by the Board of Directors of KLM Ltd. for advise on the procedure for variation of members' rights under the Companies Act, 2013 and the rules made thereunder. Advise the Board of Directors.

(1) As per Section 48(1) of the Companies Act, 2013, where the share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied; (i) with the consent in writing of the holders of not less than three-fourth of the issued shares of that class or (ii) by passing special resolution at the separate meeting of the holders of the issued shares of that class: if provision with respect to such variation is made in the memorandum or articles of the company; or in absence of such provision in the memorandum or articles if such variation is not by the terms of issue of the shares of that class. (2) As provided in Section 48(1) of the Companies Act, 2013, if variation by one class of shareholder affects the rights of any other class of shareholders, the consent of three-fourth of such other class of shareholders shall also be obtained and the provisions of this section shall apply to such variation. (3) As per Section 48(2) of the Companies Act, 2013, if the holders of not less than 10% of the issued shares of a class did not consent to such variation or vote in favour of the variation may apply to the National Company Law Tribunal (the Tribunal) to have the variation cancelled and where such application is made, variation shall not have effect unless and until confirmed by the Tribunal. (4) As provided in Section 48(2) of the Companies Act, 2013, an application under this section shall be made within 21 days after 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 shareholders entitled to make the application by such one or more of their number as they may appoint in writing for the purpose. (5) As provided in Section 48(3) of the Companies Act, 2013, the decision of the Tribunal on any application filed as above shall be binding on the shareholders. (6) As provided in Section 48(4) of the Companies Act, 2013, the company shall file with the Registrar of Companies, the copy of the order of the Tribunal within 30 days of the date of the order. (7) As provided in Section 48(5) of the Companies Act, 2013, where any default is made in complying with the provisions of this section, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees, or with both. (8) The application before the Tribunal shall be filed under Rule 68A of the National Company Law Tribunal Rules, 2016 in Form No. NCLT-1 and the applicants shall comply with the provisions made and the requirements specified.