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7. The report of the chairman would show that the scheme of amalgamation has been approved by more than the statutory majority of members of the petitioner-company. The issued, subscribed and paid-up capital of the petitioner, amongst others, interests of 4 lakhs ordinary shares and they are held by 36,570 shareholders (sic). In all 662 votes representing 752 shareholders either in person or by proxy were cast, out of which 93 votes representing 93 shareholders were found to be invalid. Of the remaining 569 valid votes representing 659 shareholders, 63 votes representing 108 shareholders were cast by proxy holders in favour of the scheme of amalgamation. The total number of shares held by the aforementioned shareholders comes to 44,583. The money value of the aforementioned shares would be Rs. 55,72,875, at the rate of Rs. 125 each. Out of the remaining 506 votes representing 551 shareholders, 495 votes representing 540 shareholders were cast in person in favour of the scheme of amalgamation and the total number of shares held by these shareholders comes to 40,170, its money value being Rs. 50,21,250. Thus the total affirmative votes cast in favour of the scheme comes to 648 shareholders holding 84,753 shares. 11 shareholders representing 11 votes cast their votes in person against the scheme of amalgamation. The number of shares held by these 11 shareholders is 48, its money value being Rs. 6,000 Section 391(2) requires that if a majority in number representing three fourths in value of the members present and voting either in person or by proxy, if so allowed, at the meeting, approve the scheme of amalgamation, its sanction by the court would make it binding on all members. Before the court can accord its sanction, it must be shown that a majority of members representing three-fourths in value of the members present in person or by proxy and voting in favour of the scheme must approve the scheme. That condition has been fulfilled.