Dispensing with shareholder and creditor meetings for amalgamation is permitted where consent and no creditors are shown.

Where a transferor company is a wholly owned subsidiary and all equity shareholders have given written consent to the proposed amalgamation, the court may dispense with shareholder meetings for considering the scheme. If a chartered accountant's certificate shows that the transferor company has no secured or unsecured creditors, creditor meetings may also be dispensed with because no creditor approval process is required. On that basis, the meetings of the equity shareholders and of the secured and unsecured creditors of the transferor company were dispensed with, and the application was allowed.

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Issues: Whether the meetings of the equity shareholders and creditors of the transferor company should be dispensed with for consideration of the scheme of amalgamation.

Analysis: The application was made under Sections 391 to 394 of the Companies Act, 1956 for directions in relation to the proposed scheme of amalgamation. The transferor company was a wholly owned subsidiary of the transferee company. All shareholders of the transferor company had given their written consent to the scheme. A chartered accountant's certificate showed that the transferor company had no secured or unsecured creditors, and therefore no creditor approval process was required.

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

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