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2021 (9) TMI 1357 - Tri - Companies LawSanction of Scheme of Amalgamation - seeking to dispense with convening and holding of the meeting of Shareholders and Creditors in relation to the Transferor and Transferee Companies - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- From plain reading of the contents of Section 230(2)(a), it is clear that no criteria for considering a particular event or information as material for declaration under this provision, as the one assumed by the Applicant Companies, has been prescribed under the Companies Act. Hence, it is observed that despite getting an opportunity vide our order dated 09.08.2021, the Applicant Companies have failed to file proper Affidavits disclosing the complete particulars of all the investigations/proceedings pending against each of them including Case No., Court in which pending, amount of debt involved, next date of hearing and the present status of the case etc. Further, while going through the Application and the averments made therein, it is observed that the Applicant Companies have not taken consent of the Creditors (having at least 90 percent value) by way of Affidavit on the proposed Scheme in terms of the provision under Section 230(9) of Companies Act, 2013 and have still sought dispensation of calling their meeting on the ground that there will be no sacrifice made towards the unsecured creditors and the scheme is, in no manner, prejudicial to the interests of the unsecured creditors - the Unsecured Creditors of both the Applicant Companies cannot be kept in dark. If without their consent Affidavits, the meeting of the unsecured creditors is dispensed with, they will be deprived of an opportunity of being heard or oppose the Scheme. The Affidavits filed under Section 230(2)(a) of Companies Act, 2013 are incomplete and defective - the meeting of Unsecured Creditors of any of the Applicant Companies, cannot be dispensed with, in light of the facts of the case and in the absence of their consent Affidavits in terms of Section 230(9) of the Companies Act, 2013 - application dismissed.
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