A meeting of members of Jwala International Ltd. was held as per the Orders of the Tribunal for considering a scheme of compromise and arrangement in which 300 members holding 10,00,000 shares were present. 130 members h

Section 230(6) of the Companies Act, 2013 requires the approval by members, creditors (separately for each class) of the company to a scheme of compromise or arrangement. The required majority needs to be three-fourth in value present in person or through proxy or by postal ballot. The Tribunal may dispense with conducting a meeting; if affidavits of consent are given by the persons concerned having stake more than 90% of total stake in each class. While counting for approval the persons who did not attend and those who do not wish to vote shall be excluded so also in invalid votes. In the given case: Total members present: 300 Total shares held by members present: 10,00,000 shares Members voted in favor: 130 members holding 6,00,000 shares Members voted against: 120 members holding 1,00,000 shares Members abstained: 50 members with 3,00,000 shares For the scheme to be approved, it requires approval by members representing three-fourths in value of the shares held by members present and voting. Total shares of members present and voting: 6,00,000 (for) + 1,00,000 (against) = 7,00,000 shares Three-fourths (75%) of shares present and voting: 0.75 * 7,00,000 = 5,25,000 shares Since 6,00,000 shares voted in favor, which is more than 5,25,000 shares (three-fourths of the shares present and voting), the resolution is considered passed. Counting of Members present to vote or not to vote is only for statistical purpose only; the key is the value of shares.