Amalgamation scheme consent can waive meetings, but statutory notice to public authorities remains mandatory.

Unanimous consent of shareholders and unsecured creditors in a closely held amalgamation scheme under Sections 230 to 232 of the Companies Act, 2013 justified dispensing with their meetings, and no meeting of secured creditors was required where none existed. Even where meetings are dispensed with, statutory notice of the scheme to the Central Government through the Regional Director, the Registrar of Companies, the Income-tax authorities and the Official Liquidator remains mandatory under Section 230(5) and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The applicant companies were directed to issue the required Form CAA-3 notices with disclosures.

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Issues: (i) Whether the meetings of shareholders and unsecured creditors of the applicant companies could be dispensed with on the basis of consent affidavits and the absence of secured creditors; (ii) whether notices under the compromise and amalgamation procedure were still required to be issued to the statutory authorities.

Issue (i): Whether the meetings of shareholders and unsecured creditors of the applicant companies could be dispensed with on the basis of consent affidavits and the absence of secured creditors.

Analysis: The application was moved under Sections 230 to 232 of the Companies Act, 2013 for approval of a scheme of amalgamation. The record showed that both companies were closely held, all shareholders had filed consent affidavits, there were no secured creditors in either company, and all unsecured creditors had given their no-objection or consent affidavits. On that basis, the statutory purpose of convening meetings stood satisfied by unanimous consent and no prejudice was shown.

Conclusion: The meetings of the shareholders and unsecured creditors were dispensed with, and the absence of secured creditors meant that no meeting of secured creditors was required.

Issue (ii): Whether notices under the compromise and amalgamation procedure were still required to be issued to the statutory authorities.

Analysis: Even where meetings are dispensed with, sub-section (5) of Section 230 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 require notice of the scheme to be sent to the Central Government through the Regional Director, the Registrar of Companies, the Income-tax authorities and the Official Liquidator, so that representations may be made within the prescribed period.

Conclusion: The applicant companies were directed to issue the statutory notices in Form CAA-3 along with the scheme and disclosures.

Final Conclusion: The application for procedural directions in support of the proposed amalgamation was granted, with meetings dispensed with and statutory notice requirements preserved.

Ratio Decidendi: In a scheme of amalgamation under Section 230 of the Companies Act, 2013, unanimous shareholder and creditor consent can justify dispensing with meetings, but the statutory notice to specified public authorities remains mandatory.

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