- (1.) IN this joint petition filed under sections 391 (1) & 394 of the Companies Act, 1956, duly supported by affidavits, the Petitioner/Transferor Company No.1 (Seven Associates Consultants Ltd), Petitioner/Transferor Company No.2 (Combiseven Consultants Ltd), Petitioner/Transferor Company No.3 (Shrumdeep Consultants Ltd), Petitioner/Transferor Company No.4 (Milers Consultants Ltd), Petitioner/Transferor Company No.5 (Astha Management Services Pvt Ltd), Petitioner/Transferor Company No.6 (Monetree E -Services Pvt Ltd) and Petitioner/Transferee Company (Clubseven Consultants Ltd) seek direction to dispense with convening of the meetings of Shareholders (Class 1 & 2), Un -secured Creditors and Debenture Holders of the petitioner Transferor Companies and Transferee Company for sanctioning of the Scheme of Amalgamation (Annexure P - 48) for Scheme of Amalgamation of Seven Associates Consultants Ltd, Combiseven Consultants Ltd, Shrumdeep Consultants Ltd, Milers Consultants Ltd, Astha Management Services Pvt Ltd and Monetree E -Services Pvt Ltd (Transferor Companies No. 1 to 6 respectively) with Clubseven Consultants Ltd (Transferee Company).
(2.) MAIN Objects of the Petitioner/Transferor Companies and the Petitioner Transferee Company are detailed in their respective Memorandum and Articles of Association annexed with the petition at Annexure P -1, Annexure P -7, Annexure P -13, Annexure P -19, Annexure P -25, Annexure P -33 and Annexure P -41.
(3.) THE Registered Office of the Petitioner Transferor Company No. 1 is B -253, Nehru Ground, N.I.T, Faridabad 121 001, Haryana. The Registered Office of the Petitioner Transferor Company No. 2 is B -253, Nehru Ground, N.I.T, Faridabad 121 001, Haryana. The Registered Office of the Petitioner Transferor Company No. 3 is B -253, Nehru Ground, N.I.T, Faridabad 121 001, Haryana. The Registered Office of the Petitioner Transferor Company No. 4 is B -253, Nehru Ground, N.I.T, Faridabad 121 001, Haryana. The Registered Office of the Petitioner Transferor Company No. 5 is B -253, Nehru Ground, N.I.T, Faridabad 121 001, Haryana. The Registered Office of the Petitioner Transferor Company No. 6 is B -253, Nehru Ground, N.I.T, Faridabad 121 001, Haryana. The Registered Office of the Petitioner Transferee Company is B -253, Nehru Ground, N.I.T, Faridabad 121 001, Haryana. The Board of Directors of the Seven Associates Consultants Ltd, Combiseven Consultants Ltd, Shrumdeep Consultants Ltd, Milers Consultants Ltd, Astha Management Services Pvt Ltd and Monetree EServices Pvt Ltd (Petitioner Transferor Companies No. 1 to 6 respectively) and Clubseven Consultants Ltd (Petitioner/Transferee Company) have approved the Scheme of Amalgamation in their respective meetings held on 17.01.2014 and 18.01.2014, vide resolutions Annexure P -3, Annexure P -9, Annexure P -15, Annexure P -21, Annexure P -27, Annexure P -35 and Annexure P -43.;