Scheme of arrangement can proceed with dispensation of shareholder meetings and required creditor meetings where consents are on record.

A composite scheme of arrangement may proceed where the applicant companies are within the Tribunal's territorial jurisdiction and supporting material, including board approvals, valuation reports, audited financial statements and auditor's certificates, is on record. Equity shareholder meetings may be dispensed with when written consents are filed, while creditor meetings are required only where the creditor position or consent record makes them necessary. The Tribunal may also issue standard directions on notice, advertisement, chairmanship, scrutiny, reporting and statutory intimation under the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The application was allowed and the scheme moved forward subject to those procedural directions.

---

---

Issues: Whether the proposed composite scheme of arrangement could be approved with directions dispensing with certain shareholder meetings and convening the required creditor meetings, and whether the application deserved to be allowed.

Analysis: The applicant companies were found to be within the Tribunal's territorial jurisdiction and the scheme was supported by board approvals, valuation material, audited financial statements, and auditor's certificates. Consents of equity shareholders were placed on record for each company, justifying dispensation of those meetings. The record also showed the creditor positions of the respective companies, with meetings directed only where required and dispensation granted where there were no creditors or where consent affidavits were filed. The Tribunal further issued standard directions for notice, advertisement, chairmanship, scrutiny, filing of reports, and statutory intimation to regulatory authorities in accordance with the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Conclusion: The composite scheme application was allowed, and the meetings and compliance directions were issued as recorded.

Final Conclusion: The scheme moved forward subject to the Tribunal's procedural directions, with shareholder meetings dispensed where consent existed and creditor meetings ordered only where necessary.

Ratio Decidendi: In a scheme application under the Companies Act, 2013, meetings may be dispensed with where requisite consents are on record and the Tribunal may issue consequential directions for convening meetings and statutory compliance before considering the scheme further.

---