Requisitioned meeting limits: shareholders cannot force withdrawal of a court-bound scheme; objections must be raised before the court.

Where a compromise or arrangement has been approved by members and creditors in the manner prescribed under section 391 and the petition for sanction is ripe for hearing, shareholders alone cannot, by a requisitioned meeting, compel the company to withdraw the petition; objections must be presented to the court when the scheme is considered. A subsequent change of circumstances potentially justifying refusal of sanction or recall of meetings is for the court to determine on evidence. The requisitioned meeting called for withdrawal was directed to be adjourned sine die pending the judge's summons and final disposal.

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Issues: Whether, after a scheme of compromise or arrangement has been approved by the meetings of members and creditors in the manner prescribed under section 391, it is open to the shareholders alone by a requisitioned meeting to compel the company to withdraw the petition filed for sanctioning the scheme.

Analysis: The scheme for amalgamation was approved by the requisite majority of shareholders and secured and unsecured creditors in meetings held under the procedure laid down by section 391. The scheme has obtained statutory approval under the MRTP Act and the petition for sanction is ripe for hearing. The question is whether shareholders, acting alone by requisitioning a meeting, can require the company to withdraw the petition after approvals under the statutory procedure have been obtained. The shareholders may appear before the court when the scheme is considered and present objections for the court's determination. A subsequent change of circumstances affecting the propriety of sanctioning a scheme may justify refusal of sanction or recall of meetings under the statutory provisions, but that is a matter for the court to decide after full consideration and evidence. The cited authorities on requisitioned meetings under the Companies Act concern the board's obligation to call meetings and do not address the limited question arising where meetings and creditor approvals under section 391 have already been held.

Conclusion: Prima facie, once a scheme has been approved by the meetings of members and creditors in the manner prescribed under section 391, the shareholders alone cannot, by requisitioned meeting, compel the company to withdraw the petition for sanction; the appropriate course is to raise objections before the court or seek further relief from the court if change of circumstances justifies it. The meeting called for that purpose is directed to be adjourned sine die pending final disposal of the judge's summons.

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