A Ltd. was a listed company with Kanpur Stock Exchange but delisted in 2012. In the year 2017, the Board passed a resolution approving a scheme of arrangement and petitioned before the National Company Law Tribunal (NCLT

As per section 230 of the Companies Act, 2013, an application shall be made to Tribunal for sanctioning a scheme of amalgamation. The Tribunal has the power to sanction the scheme u/s 231 of the Companies Act, subject to approval in the shareholders meeting(s) and creditors' meeting(s). The resolution shall be passed in the respective meeting through dual majority as given under section 230(6). As per section 230(6) of the Companies Act, 2013, compromise or arrangement would require approval by a majority of persons representing three fourths (75%) in value of the creditors, or class of creditors or members or class of members, as the case may be. Once the required approval is received in the members and creditors meeting, the scheme of compromise or arrangement shall be sanctioned by the Tribunal. Once the scheme is approved by the Tribunal the same is binding on the company, all the creditors and members. In the given case, the proposed scheme was opposed by two shareholders holding 80% shares. Hence, it does not fulfil requirement of Section 230(6) and will not be approved by the Tribunal based upon the reports received from Scrutinizer and Chairman of the meeting. Moreover, it is given that A Ltd. was delisted in 2012 and hence it was not required to submit the scheme with SEBI, so observations, if any, from SEBI or stock exchanges were not required. The Board of A Ltd. may review the said scheme of arrangement and prepare a revised scheme of arrangement considering the observations of shareholders, if any, and present it for shareholder's approval.