Scheme of amalgamation: unanimous shareholder and creditor consent can justify dispensation of meetings under the Companies Act.

In a scheme of amalgamation under sections 230 to 232 of the Companies Act, 2013, the Tribunal may dispense with meetings of equity shareholders and unsecured creditors where all affected parties have given unanimous consent affidavits and no secured creditors exist. On the facts recorded, each company's equity shareholders had approved the scheme in full, the unsecured creditors had also consented, and there were no secured creditors. In those circumstances, convening meetings would serve no practical purpose, so the meetings were dispensed with and the amalgamation application was allowed on the terms sought.

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Issues: Whether, in an application for sanction of a scheme of amalgamation, the meetings of equity shareholders and unsecured creditors of the applicant companies could be dispensed with on the basis of unanimous consent affidavits and absence of secured creditors.

Analysis: The application was filed jointly by the transferor companies and the transferee company under sections 230 to 232 of the Companies Act, 2013 for a scheme of amalgamation. The record showed that the equity shareholders of each company had given 100% consent by affidavit. It also showed that the companies had no secured creditors, and the unsecured creditors had likewise furnished consent affidavits representing full approval. In these circumstances, convening meetings of shareholders and creditors would serve no practical purpose.

Conclusion: The meetings of the shareholders and unsecured creditors were rightly dispensed with, and the application was allowed on the terms sought.

Ratio Decidendi: Where all affected shareholders and creditors have given written consent and no secured creditors exist, the Tribunal may dispense with convening meetings in proceedings under sections 230 to 232 of the Companies Act, 2013.

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