Amalgamation meeting waivers allowed where shareholders and creditors gave written consent and secured creditors were absent.

In a proposed amalgamation under the Companies Act, 2013, the NCLT considered whether meetings of equity shareholders and creditors could be dispensed with on the basis of written consents and the absence of secured creditors. The application was supported by board approvals, the merger scheme, valuation material, financial statements, and certificates on shareholding and creditor positions. Equity shareholders gave affidavits consenting to the scheme and waiver of meetings. Where applicant companies had no secured creditors, meetings were unnecessary; where there were no unsecured creditors, no meeting was required, and for remaining unsecured creditors, written consents on affidavit were produced. Compliance with notice requirements under section 230(5) and Rule 8 was also directed.

---

---

Issues: Whether, in a petition for amalgamation under the Companies Act, 2013, the meetings of equity shareholders and creditors of the applicant companies were liable to be dispensed with on the basis of written consents and the absence of secured creditors.

Analysis: The application was supported by board approvals, the scheme of merger, valuation material, financial statements, and certificates showing the shareholding and creditor positions of the applicant companies. The equity shareholders had furnished affidavits consenting to the scheme and to waiver of meetings. The applicant companies had no secured creditors, and in respect of those applicant companies with no unsecured creditors, meetings were unnecessary. For the remaining unsecured creditors, written consents on affidavit were produced. The statutory notice requirements under section 230(5) and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 were also directed to be complied with.

Conclusion: The meetings of equity shareholders, secured creditors, and unsecured creditors, as applicable, were dispensed with.

---