Dispensation of shareholder and creditor meetings for amalgamation upheld where all consents were in place and no creditors existed.

A company seeking approval of a proposed scheme of amalgamation obtained dispensation of meetings where all equity shareholders and compulsory convertible redeemable preference shareholders had consented to the scheme, and the transferor company had no secured or unsecured creditors. On that record, convening separate meetings would serve no practical purpose, so the shareholders' meetings were dispensed with and no creditors' meeting was required.

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Issues: Whether the meetings of the equity shareholders, compulsory convertible redeemable preference shareholders, secured creditors and unsecured creditors could be dispensed with for consideration of the proposed scheme of amalgamation.

Analysis: The petitioner-company sought dispensation of meetings for approval of the scheme of amalgamation. All equity shareholders and compulsory convertible redeemable preference shareholders had furnished their consent to the scheme. The record also showed that there were no secured or unsecured creditors of the transferor company. In these circumstances, convening meetings would serve no purpose.

Conclusion: The meetings of the shareholders were dispensed with and no meeting of creditors was required.

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