Explanation:

Under the circumstances, the company must follow either of the following procedures:

(i) If a special resolution is passed by the company in the general meeting;

(ii) If no special resolution is passed, then

(a) A proposal contained in the resolution is passed by a vote of majority members, and

(b) It is approved by the Board of Directors on that behalf. The Central Government has to be satisfied before approving the proposal that it is the most beneficial to the company.