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    It is always preferred to have the valuation of shares by an outside expert to determine the fair exchange value of shares. Apply to High Court for directions to convene the general meeting by way if Judge’s summon y an affidavit. Resolution approving the scheme of amalgamation to be passed by three/fourth majority in value of members, and authorizing the directors to implement the scheme. Resolution for increasing the authorized capital of the company, where necessary by ordinary/special resolution. Send 6 copies of notice and copy of proceedings of the meeting to the concerned stock exchanges as per listing agreements. 40 within 7 days of the filing of the report by the Chairman and ensure compliances under section 394 and 395 in this regard. SHRI VIKRAM COTTON MILLS LTD AIR 1970 SC 1973 It was held that any compromise with creditors under the scheme does not reduce the liability of surety unless the contract of surety provides otherwise. LTD 71 CWN 845 The court has jurisdiction to entertain application under section 391 of the Act in respect of foreign company and a Government Company. (1981) 51COMP (RAJ) It was held by the court that However, the power can be exercised where such modification is considered necessary for proper working of the scheme.


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