NCLT Mumbai waived shareholder and creditor meetings in HSBC’s scheme due to unanimous consent, streamlining the approval process.
Unanimous Consent Permits Waiver of Meetings in HSBC Scheme
NCLT Mumbai dispensed with the requirement to hold meetings of shareholders and unsecured creditors in HSBC’s proposed arrangement scheme, relying on unanimous written consents received from all concerned stakeholders. The tribunal directed issuance of notices to creditors and regulatory authorities to ensure due process compliance.
The relief was granted under Section 230 of the Companies Act, 2013, which allows waiver of meetings if all members and creditors entitled to vote give their consent in writing. The Court found that unanimity had been established, and convening physical meetings would serve no practical purpose other than delay.
“Where consent is unanimous, mandating meetings would be an exercise in futility.”
This decision reflects a pragmatic approach to corporate restructuring. Legal practitioners handling schemes of arrangement should collect and submit formal consents early to expedite tribunal approvals. The ruling promotes efficiency in corporate governance, particularly in uncontested restructuring cases.
