Amalgamation scheme approval limits shareholder requisition rights to withdraw a sanction petition after statutory meetings.

After a scheme of amalgamation had been approved in the statutory meetings under section 391(2) of the Companies Act, 1956, the Court noted that the petition was already ready for sanction and that shareholders could not, on the facts, use a requisitioned meeting to require withdrawal of the pending sanction petition. The text records that shareholders would have an opportunity to object when the scheme was heard for sanction, and that authorities on requisitioned meetings under section 169(1) were inapplicable because the board had not refused to call a meeting. The requisitioned meeting was therefore not allowed to proceed for the purpose of withdrawing the scheme petition and was adjourned sine die pending final disposal.

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Issues: Whether, after a scheme of amalgamation had been approved by the requisite majority under section 391 of the Companies Act, 1956, the shareholders could requisition a meeting to require the company to withdraw the pending petition for sanction of the scheme, and whether ad interim protection should be granted.

Analysis: The scheme had already been approved in the meetings of shareholders and creditors convened under section 391(2), and the matter was ripe for hearing before the Court. The requisitioned meeting was directed towards a resolution requiring withdrawal of the sanction petition, which would undermine the statutory process already completed under section 391. The availability of a separate opportunity to object when the scheme came up for sanction was noted, and it was observed only prima facie that shareholders alone could not compel withdrawal of the petition after approval in the statutory meetings. The authorities relating to requisitioned meetings under section 169(1) of the Companies Act, 1956, were held inapplicable on the facts, since the board had not refused to call the meeting.

Conclusion: The requested requisitioned meeting was not permitted to proceed for the purpose of withdrawing the scheme petition, and the meeting was adjourned sine die pending final disposal of the judge's summons.

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