Consistency in amalgamation disclosures is essential; material errors in share exchange ratios led to rejection pending clarification.

In a proposed amalgamation scheme, the court found material inconsistencies in the stated share exchange ratios and related particulars, including incorrect mapping of ratios to the transferor companies and a wrong reproduction of one ratio in the scheme. Those discrepancies were treated as significant because applicants seeking dispensation of meetings must place correct and internally consistent facts before the court, even in a wholly owned subsidiary structure. The application was therefore not accepted in its present form, and the applicants were directed to file an affidavit clarifying the discrepancies.

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Issues: Whether the application for dispensation of meetings in the proposed scheme of amalgamation could be accepted despite inconsistencies in the stated share exchange ratios and related particulars.

Analysis: The application adopted the valuation report inconsistently and in a manner that did not preserve the common sequence of the parties. The stated exchange ratios were incorrectly mapped to the transferor companies, and one ratio was wrongly reproduced in the scheme itself. The inaccuracies were treated as material because even in a wholly owned subsidiary arrangement, the applicants were required to present correct and consistent facts in support of the scheme.

Conclusion: The application was not accepted in its present form, and the applicants were directed to file an affidavit clarifying the discrepancies.

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