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(31) I will deal with Objections Nos. (i) and (ii) together. The main objection which was most vehemently canvassed before me by Mr. J C. Seth, counsel for Mr. H. L. Seth related to the Scheme having not been approved by the requisite majority in terms of Section 391(2) of the Act and that the Court should: not exercise its discretion in favor of the Scheme. Another application being Ca 328190 was filed by one Mr. Subhas Chander raising substantially similar objections to the sanction of Scheme contained in Ca 26185 as modified by Resolution No. 1 in the meeting of the creditors and shareholders of the Company. His objection was mainly based on the plea that notwithstanding the 314th majority of number of shares represented by the persons present and voting under proper proxy and number of votes representing the Scheme should not be sanctioned as there is no majority of the number of persons who were present and who voted at the meeting either in person or by proxy notwithstanding also the fact of poll having been demanded, granted and taken place. Similar is the submission regarding creditors. Mr. Seth has cited a number of authorities on this point including Palmer's Company Law 24th Ed. para. 79-16 reading as under :
IT will be seen that the majorities are of those who vote, not of those entitled to vote nor of those who are present. Thus, shareholders who are not present in person or by proxy, or who, although present, do not vote, may be ignored."

(32) It may further be noticed that the above illustration is not based on any judgment of any Court or any authentic judicial pronouncement in interpreting this expression.

(33) In this case, it may be pointed out that the author has relied Upon (1973) 1 All. F. R.' 134 (Ch.) (139)(3), where it has been observed as under : "THE purpose is to prevent a numerical majority with a small stake Outvoting a minority with a large stake, e.g. to prevent 51 members with one share each outvoting 49 members with ten shares each."