J U D G M E N T

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 Companies Act, 2013 on 19.02.2016 with the Registrar of Companies, Maharashtra.

6. The present authorised share capital of the Transferor Company is Rs.1,00,00,00,000/-, divided into 10,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the Transferor Company is Rs.90,00,00,000/-, divided into 9,00,00,000 equity shares of Rs.10/- each.

7. It has been submitted on behalf of the Transferor Company that there are no proceedings under Sections 235 to 251 of the Act (including their corresponding sections of the Companies Act, 2013) are pending against them, as on the date of filing of the present petition.

8. The Board of Directors of the Transferor Company and the Transferee Company in their separate meetings held on 22.07.2016 and 26.07.2016 respectively, have unanimously approved the proposed scheme. Copies of the Resolutions passed at the meetings of the Board of Directors of the Transferor Company and the Transferee Company have been placed on record.

9. Copies of the Memorandum of Association and Articles of Association, of the Transferor Company and the Transferee Company, have been filed on record as annexures to the Company Application (M) no.129 of 2016, which had been earlier filed by the Transferor Company. The audited balance sheet, as on 31.03.2016, alongwith the report of the auditors; and the unaudited financial results as on 31.07.2016, of the Transferor Company have also been filed on record as annexures to the Company Application (M) no.129 of 2016. 10. A copy of the proposed scheme has been placed on record and the salient features thereof have been incorporated and set out in detail in the present petition. The background and rationale for the proposed scheme are as hereunder:-

a) The Transferor Company till June 2016 was acting as one of the Business Correspondent of Axis Bank Limited under financial inclusion program of RBI to enable banking services to rural and unbanked customers. The services offered by the Transferor Company under the Business Correspondent arrangement were opening of accounts, cash deposit, cash withdrawal, fund transfers and utility payments using the telecom connections provided by telecom operators through retail outlets set up by the Transferor Company. The Transferor Company has also been granted Certificate of Authorisation dated 25th November 2013 by RBI under Section 7 of the Payment and Settlement Systems Act, 2007 to operate payment system for semi-closed Prepaid Payment Instruments (PPI) in India. Under the said authorization, the customers can avail wallet services using PPI except cash withdrawal. The Transferor Company, under PPI, is offering multiple services like Mobile & DTH recharges, utility bill payments and money transfer to any bank accounts across the coun