A Ltd. was a listed Company with Kanpur Stock Exchange but got 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 (

As per section 230(6) of the Companies Act, 2013 read with Rules made thereunder, compromise or arrangement would require approval by a majority of persons representing three-fourths in value of the creditors, or class of creditors or members or class of members, as the case may be, voting in person or by proxy or by postal ballot, agree to any compromise or arrangement and if such compromise or arrangement is sanctioned by the Tribunal by an order, the same shall be binding on the company, all the creditors, or class of creditors or members or class of members, as the case may be. Since the proposed scheme was opposed by two shareholders holding 80% shares, hence it does not fulfill 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 upon NCLT directions.