Amalgamation procedure requires an equity shareholders' meeting and appointment of a chairman where no creditors' meeting is needed.

In amalgamation proceedings, no creditors' meeting was required where there were no creditors, but an equity shareholders' meeting had to be convened under the Companies (Court) Rules, 1959. The Court also directed appointment of a chairman and alternate chairman to conduct the meeting after their consent was placed on record, together with publication of notice in the prescribed newspapers, fixation of the meeting date, and determination of remuneration and expenses. The application was allowed to that extent, limited to convening the shareholders' meeting and making the related procedural directions.

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Issues: Whether the equity shareholders' meeting should be convened in connection with the proposed amalgamation scheme and whether a chairman and alternate chairman should be appointed to conduct the meeting.

Analysis: The application sought directions for amalgamation proceedings. As there were no creditors, no creditors' meeting was required. The equity shareholders' meeting, however, was required to be held in accordance with the Companies (Court) Rules, 1959. Consent of the proposed chairman and alternate chairman having been informed to the Court, directions were issued for their appointment, publication of notice in the prescribed newspapers, fixation of the meeting date, and determination of remuneration and expenses.

Conclusion: The application was allowed to the extent of directing convening of the equity shareholders' meeting and appointing the chairman and alternate chairman.

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