Query regarding provision...

1. Common sense (Shares issued at discount amounts to loss of revenue to company, hence to protect its interest, a general resolution is required)

2. Class of shares is used to diffrentiate between securities which involve differential voting rights.

3. Special circumstances are not listed in company law as CG reserves exclusive right to judge it on a case to case basis.  The rule of thumb here is that it will only be allowed if such an issue is beneficial for the company and its stakeholders. For ex - if its d only way for a company to raise finances to remain afloat.

Hope it helps:)

Ya now it's clear .. 

but i did not understand differential voting rights ..

can u explain it..

Lets say, Mr A and B are holding 1 share a piece...Normally d voting rights against 1 share is 1 only...But in shares with diffrential voting rights holding 1 share amounts to voting rights of more than 1. So in this case if we assume that Mr B has shares with differential voting rights, then he has an edge over Mr A in terms of number of votes.

Shares with Diffrential rights can be for voting, dividend or otherwise...

It is generally issued to protect promoter"s interest as they use to hold fewer shares and still command higher voting rights.

Hope it clarifies:)