Scheme of arrangement voting majority under section 391 is counted from those present and voting, not the full class.

Section 391 of the Companies Act, 1956 requires a dual majority in class meetings: a majority in number and at least three-fourths in value of those present and voting, not of the entire class of members or creditors. On that construction, the scheme of arrangement could be sanctioned on the basis of the voting members actually present at the meeting. The court also found no material infirmity in the sanction process, as the minority objections had been sufficiently addressed below, so the challenge to the sanctioned scheme failed.

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Issues: Whether, for sanction of a scheme of arrangement under section 391 of the Companies Act, 1956, the requisite majority is to be computed only from those members or creditors present and voting in the class meeting, and whether the minority objections to the sanctioned scheme warranted interference.

Analysis: The majority contemplated under section 391 is a dual majority of those present and voting, namely a majority in number representing three-fourths in value. The requirement does not mean that three-fourths of the entire body of shareholders or creditors must attend or approve. The Court also found no infirmity in the sanction of the scheme on the incidental objections raised, as those contentions had been sufficiently dealt with below.

Conclusion: The scheme was validly sanctioned on the basis of the majority present and voting, and the objections of the appellants were rejected.

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