- (1.) IN this joint petition filed under sections 391 (1) & 394 of the Companies Act, 1956, duly supported by affidavits, the Petitioner/Transferor Company (Dr. Fresh Property Development Pvt Ltd) and Petitioner/Transferee Company (Dr. Fresh Health Care Pvt Ltd). seek direction to dispense with convening of the meetings of Shareholders and Un -secured Creditors of both Petitioner Transferor Company and Transferee Company for sanctioning of the Scheme of Amalgamation (Annexure P - 17) of Dr. Fresh Property Development Pvt Ltd (Transferor Company) with Dr. Fresh Health Care Pvt Ltd (Transferee Company).
(2.) MAIN Objects of the Petitioner/Transferor Company and the Petitioner Transferee Company are detailed in their respective Memorandum and Articles of Association annexed with the petition at Annexure P -1 and Annexure P -8 respectively.
(3.) THE Registered Office of the Petitioner Transferor Company is situated at Village Ghamroj, Gurgaon -Sohna Road, Tehsil Sohna, Gurgaon 122 102, Haryana. The Registered Office of the Petitioner Transferee Company is situated at Village Ghamroj, Gurgaon -Sohna Road, Tehsil Sohna, Gurgaon 122 102, Haryana. The Board of Directors of the Dr. Fresh Property Development Pvt Ltd (Petitioner Transferor Company) and Dr. Fresh Health Care Pvt Ltd (Petitioner/Transferee Company) have approved the Scheme of Amalgamation in their respective meetings held on 17.02.2014 and 07.03.2014, vide resolutions Annexure P -4 and P -11.;