Amalgamation meeting dispensation approved where creditor and shareholder consents satisfied statutory preconditions for the scheme.

Consent affidavits from all equity shareholders and secured creditors, together with substantial consent from unsecured creditors, were treated as sufficient to satisfy the statutory preconditions for convening separate meetings in a proposed amalgamation. The boards had approved the scheme, audited financial statements were placed on record, and the statutory auditors certified compliance with accounting standards under the Companies Act, 2013. On that basis, the NCLT dispensed with the meetings of the equity shareholders, secured creditors and unsecured creditors of the transferor and transferee companies, and allowed the application so the amalgamation could proceed at the application stage.

---

---

Issues: Whether the meetings of equity shareholders, secured creditors, and unsecured creditors of the transferor and transferee companies could be dispensed with in connection with the proposed scheme of amalgamation.

Analysis: The application was supported by affidavits of consent from all equity shareholders and secured creditors, and by substantial consent from the unsecured creditors of the concerned companies. The scheme had been approved by the boards, the financial statements and audited accounts were placed on record, and the statutory auditors certified compliance with the accounting standards under the Companies Act, 2013. In these circumstances, the statutory preconditions for convening separate meetings were treated as satisfied by consent, making formal meetings unnecessary.

Conclusion: The meetings of the equity shareholders, secured creditors, and unsecured creditors of the transferor companies and the transferee company were dispensed with, and the application was allowed.

Final Conclusion: The proposed amalgamation was permitted to proceed at the application stage with the convening requirements waived and the company petition to be filed within the time directed.

---