CA (M) 176/2015 Page 1 of 8

IN THE HIGH COURT OF DELHI

COMPANY APPLICATION (MAIN) NO. 176/2015

Reserved on 14^th December, 2015

Date of pronouncement: 23^rd December, 2015

In the matter of

The Companies Act, 1956 & the Companies Act, 2013 (to the extent

applicable):

And

Application

under

Section

391

of

the

Companies Act, 1956 read with Rules 6 and 9

of the Companies (Court) Rules, 1959

Scheme of Amalgamation of:

AD2C Holdings Private Limited

Applicant/Transferor Company No. 1

Appstudioz Technologies Private Limited

Applicant/Transferor Company No. 2

AD2C (India) Private Limited

Non-Applicant/Transferor Company No. 3

WITH

Affle (India) Private Limited

Non-Applicant/Transferee Company

Through Mr. Samaksh Goyal, Advocate

for the applicant no. 1

Ms. Liza M. Baruah, Advocate for

applicant no. 2

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

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CA (M) 176/2015 Page 2 of 8

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 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 18^th November, 2009 with the

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CA (M) 176/2015 Page 3 of 8

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 4^th December, 2012.

4. The applicant/transferor company no. 2 was incorporated under

the Companies Act, 1956 on 13^th 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.