Approval granted for amalgamation scheme without meeting. Shareholders and creditors' consent sufficed. Secured creditor not needed.

The court ruled that there was no need to convene a meeting for approval of the scheme of amalgamation as consent was obtained from equity and preference shareholders, as well as the unsecured creditor, with the absence of a secured creditor. The application's prayer for dispensing with the meeting of shareholders and creditors was granted, and the judgment disposed of the application, directing the petition to be filed within two weeks.

---

---

Issues: Approval of scheme of amalgamation; Consent of equity and preference shareholders; Consent of unsecured creditor; Convening of meeting not required.

Analysis:
The judgment pertains to the approval of a scheme of amalgamation involving the transferor company No. 2. The applicant company, initially incorporated in Maharashtra and later shifted to Karnataka, is part of the amalgamation scheme approved by the Board of Directors. The scheme required consent from equity shareholders, preference shareholders, and unsecured creditor of the applicant company. The Chartered Accountant's certificate confirmed the consent of the two equity shareholders, one preference shareholder, and one unsecured creditor through various communications.

The absence of any secured creditor in relation to the applicant company was also noted. Given the consents obtained from equity and preference shareholders, as well as the unsecured creditor, and the lack of a secured creditor, the court ruled that there was no need to convene a meeting for approval of the scheme. Consequently, the application's prayer for dispensing with the convening of the meeting of shareholders and creditors was granted. The judgment disposed of the application, directing the petition to be filed within two weeks.

---