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4. By an order dated December 6, 1983, the petitioning company was directed to convene a meeting of the equity shareholders, preference shareholders, depositors,trade creditors, debenture-holders and secured creditors of the company for the purpose of considering and if thought fit for approving the said scheme of amalgamation. Notice of the meeting was sent individually to members of each of the above stipulated classes together with the copy of the scheme of amalgamation and the state-ment required by section 393 of the Companies Act as also the form of proxy. Notice of the meeting was also advertised as directed by the court and on January 23, 1986, a meeting of the above persons was held in accordance with the said order. The result of the said meeting has been reported to the High Court be chairman Shri Ramanbhai B. Amin and the said report is at anexure A. 1,414 equity shareholder of the comp-any attended the meeting either in person or by proxy and the total of their shares was 2,05,191 equity shares of the nominal value of Rs.2,05,19,100. At the said meeting, the scheme of amalgamation was read and explained by chairman, Shri Ramabvhai Amin, and Mr.Chirayu Amin, managing director of the company, and by a majority vote of 99.78% the said proposed scheme of amalgamation was approved. At the meeting of the preference shareholders, 62 shareholders voted in favour of the scheme and at meeting of the depositors, out of 785 depositors who were present, 779 depositors voted in favour of the said scheme of amalgamation. The meeting of the trade creditors of the company was attended by 103 creditors either in person or by proxy and all of them voted in favour of the proposed scheme. Similarly, at the meeting of debenture- holders, all the 36 debenture-holders voted in favour of the scheme and at the meeting of the secured creditors attended by three persons, all the three voted in favour of the scheme. In view of the above circumstances, the petitioning company has prayed that the said scheme of amalgamation be sanctioned.

7. We shall, therefore, now consider the objections raised by Mr.Pujara.

8. At the outset, it must be stated that Mr.Pujara argued the matter with effortless and with abundant ability. Mr.Punjara could assail the scheme ungainly on may aspects; but the only shortcoming was that he had tried to present only a very gloomy said and had conveniently been oblivious to advantages which might be gained not only by the petitioning company but also by the employees of Neomer.

9. Before entering into a discussion of the contentions raised by Mr.Pujara even at the outset, it may be stated that there are certain settled principle of law which are to be borne in mind by the court when its sanction is sought for a scheme of amalgamation. Chapter V of the Companies Act deals with arbitration, compromises, arrangements and reconstructions. Section 319 stipulates that where a compromise or arrangement is proposed between a company and its creditors or between a company and its members, the court has order a meeting of the class of creditors or members, as the case may be. The meeting is to be called and if a majority representing three-fourths in value of the creditors or class of creditors, or members or class members as the case may be, present and voting either in person or be proxy, vote in favour of such a scheme, the court may sanction the same provided it is satified that true and correct facts have been disclosed to the court. section 393 of the Companies act provides that with every notice calling such meeting, there shall be sent also a statement setting forth the terms of the compro-mise or arrangement and explaining its effect.