Amalgamation meeting dispensation: shareholder and transferor creditor consents allowed waiver, while transferee creditor meetings were still required.

In an amalgamation proposal, the tribunal treated the equity shareholders' written consents and the transferor company's creditor position as sufficient to dispense with certain meetings. Because all equity shareholders consented, the transferor company had no secured creditors, and the unsecured creditors of the transferor company had broadly consented by affidavit, the meetings of equity shareholders and the transferor company's secured and unsecured creditors were dispensed with. The secured and unsecured creditor meetings of the transferee company were still directed to be convened for consideration of the scheme, as their approval remained necessary on the record before the tribunal.

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Issues: Whether the meetings of equity shareholders and the unsecured creditors of the transferor company should be dispensed with, whether the meeting of secured creditors of the transferor company should be dispensed with, and whether the meetings of secured and unsecured creditors of the transferee company should be convened.

Analysis: The applicant companies produced consent affidavits of all equity shareholders of both companies. The transferor company had no secured creditors, and its unsecured creditors had conveyed consent through affidavits representing the substantial majority of the unsecured debt. The proposed scheme of amalgamation was supported by the board resolutions and the statutory requirements for the scheme and accompanying disclosures were treated as complied with. In these circumstances, the meetings sought to be dispensed with were not required, while the transferee company's secured and unsecured creditors still required convening for consideration of the scheme.

Conclusion: The meetings of equity shareholders of both companies were dispensed with. The meetings of unsecured creditors of the transferor company and secured creditors of the transferor company were also dispensed with. The meetings of secured creditors and unsecured creditors of the transferee company were directed to be held.

Final Conclusion: The application was allowed to the extent of dispensing with the meetings sought to be waived and the remaining creditor meetings were ordered to proceed for consideration of the amalgamation scheme.

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