The court's decision was based on the provisions of the Companies Act, 1956 regarding dispensing with the requirement of convening meetings and approval of the proposed Scheme of Amalgamation.

Sudershan Kumar Misra, J.

1. This joint application has been filed under Section 391 of the Companies Act, 1956 read with Rules 6 & 9 of the Companies (Court) Rules, 1959 by the applicant/transferor company nos. 1 & 2 seeking directions of this court to dispense with the requirement of convening the meetings of the equity shareholders, secured and unsecured creditors of applicant/transferor company no. 1 and equity shareholders and secured creditors of applicant/transferor company no. 2 and for convening a meeting of the unsecured creditors of the applicant/transferor company no. 2 to consider and approve, with or without modification, the proposed Scheme of Amalgamation of AD2C Holdings Private Limited (hereinafter referred to as the applicant/transferor company no. 1); Appstudioz Technologies Private Limited (hereinafter referred to as the applicant/ transferor company no. 2) and AD2C (India) Private Limited (hereinafter referred to as the transferor company no. 3) with Affle (India) Private Limited (hereinafter referred to as the transferee company).

2. The registered offices of the transferor company nos. 1 & 2 are situated at New Delhi, within the jurisdiction of this Court. However, the registered offices of the transferor company no. 3 and the transferee company are situated at Gurgaon, Haryana and Mumbai, Maharashtra respectively outside the jurisdiction of this Court. Learned counsel for the applicants submitted that separate applications filed by the transferor company no.3 and the transferee company in the courts of competent jurisdiction for sanction of the Scheme of Amalgamation in respect of the transferor company no. 3 and the transferee company have already been approved by the respective High Courts.

3. The applicant/transferor company no. 1 was originally incorporated under the Companies Act, 1956 on 18th November, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of AV Mobimasta Marketing Private Limited. The company changed its name to AD2C Holdings Private Limited and obtained the fresh certificate of incorporation on 4th December, 2012.

4. The applicant/transferor company no. 2 was incorporated under the Companies Act, 1956 on 13th June, 2011 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

5. The present authorized share capital of the applicant/transferor company no.1 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.2,50,000/- divided into 25,000 equity shares of Rs.10/- each.

6. The present authorized share capital of the applicant/transferor company no.2 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.

7. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, along with the reports of the auditors, and the provisional accounts, as on 31st March, 2015 and 31st July, 2015, of the transferor and transferee companies, have also been filed.

8. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavit. It is claimed by the applicants that the proposed amalgamation would have greater efficiency in cash management, unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund organic and inorganic growth opportunities. It is further claimed that by the proposed amalgamation benefit of operational synergies to the combined entity in various operational areas can be put to the best advantage of all the stakeholders. It is also claimed that the merger will result in integration of human resour