Scheme of amalgamation approved with dispensation of shareholder and creditor meetings after requisite consents were shown.

Where affidavits, board resolutions and supporting consents showed unanimous approval of equity shareholders and the requisite majorities of secured and unsecured creditors, the NCLT dispensed with convening separate meetings for consideration of the proposed amalgamation scheme. The Tribunal accepted that the application fell within the statutory framework for compromise, arrangement and amalgamation, and noted that no preference shareholder meeting was required for one applicant company. On that basis, the joint application for approval of the scheme and procedural dispensation was allowed, and consequential directions were issued to the statutory authorities.

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Issues: Whether the joint application for approval of the scheme of amalgamation and for dispensation of meetings of equity shareholders, preference shareholders, secured creditors, and unsecured creditors of the applicant companies should be allowed.

Analysis: The application was supported by affidavits, board resolutions, and the requisite creditor and shareholder consents. The material on record showed that the equity shareholders had consented unanimously, the secured creditors and unsecured creditors had largely consented in the prescribed majorities, and no preferential shareholder meeting was required for one company. The registered offices were within the Tribunal's territorial jurisdiction and the proposal was presented under the statutory framework governing compromise, arrangement, and amalgamation.

Conclusion: The application was allowed and the convening of the specified meetings was dispensed with on the terms recorded in the order.

Final Conclusion: The scheme application was accepted, and the matter was concluded by granting the requested procedural dispensation and issuing consequential directions to the statutory authorities.

Ratio Decidendi: Where the statutory majority consents of shareholders and creditors are demonstrated by affidavits and supporting records, the Tribunal may dispense with convening the meetings and permit the scheme process to proceed.

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