SIDDHARTH MRIDUL, J.

1. The present petition under Sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as ‘Act’) has been filed by Idea Mobile Commerce Services Limited (hereinafter referred to as “Transferor Company”) seeking sanction to the proposed scheme of Amalgamation (hereinafter referred to as the "proposed Scheme") of the Transferor Company with Aditya Birla Idea Payments Bank Limited (hereinafter referred to as the ‘Transferee Company’).

2. The registered office of the Transferor Company is situated at National Capital Territory of Delhi, within the jurisdiction of this Court.

3. The registered office of the Transferee Company is situated at Mumbai, outside the jurisdiction of this Court.

4. The Transferor Company was originally incorporated under the Act on 19.10.2007 with the Registrar of Companies, N.C.T. of Delhi and Haryana under the name and style of Carlos Towers Limited. Thereafter, the name of the Transferor Company was changed to its present name and a fresh certificate of incorporation dated 04.02.2011, was issued by the Registrar of Companies, N.C.T. of Delhi and Haryana.

5. The Transferee Company was incorporated under the Compani