1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 542 OF 2011 CONNECTION WITH COMPANY SUMMONS FOR DIRECTION NO 376 OF 2011 Just Dial Limited ……….Petitioner/Demerged Company AND COMPANY SCHEME PETITION NO 543 OF 2011 CONNECTION WITH COMPANY SUMMONS FOR DIRECTION NO 377 OF 2011 Just Dial Global Private Limited …….Petitioner/Transferee Company In the matter of Companies Act, 1956; AND In the matter of Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement BETWEEN Just Dial Limited AND Just Dial Global Private Limited AND their respective Shareholders and Creditors Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners. Ms. Purnima Awasthi i/b Mr. H.P. Chaturvedi for Regional Director in both the Petitions. CORAM: S..C. DHARMADHIKARI, J DATE: 14TH OCTOBER 2011 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956 to a Scheme of Arrangement between Just Dial Limited, the Demergd 2 Company and Just Dial Global Private Limited, the Transferee Company and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and 6(b) of the said Affidavit, the Regional Director has stated that: “ (a) Clause No 12.3 of the scheme states that the difference between excess of assets over the amount credited as share capital, and the credit arising pursuant to reduction of share capital under clause 6 of the scheme shall be credited to the General Reserve Account of the Transferee Company. In this connection, it is submitted that the Reserves arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future. (b) There are certain foreign shareholders in the Demerged Company. Hence while giving effect to the scheme, by issuing shares by the Resulting Company to the foreign shareholders of the Demerged Company, the Resulting Company may be directed to comply with FEMA/RBI regulations as applicable in this regard.” 5. As far as the observations made in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Petitioner/Transferee Company through their Counsel undertakes that the Reserves, if any, arising out of this scheme shall not be utilized for the purpose of declaring 3 dividend by the Transferee Company in future. The said Undertaking is accepted. 6. So far as the observations made in paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Petitioner/Transferee Company further undertakes to comply with relevant provisions of RBI/FEMA Guidelines. The said Undertaking is accepted. 7. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled Company Scheme Petition No 542 of 2011 is made absolute in terms of prayer clauses (a) to (d) of the Petition and Company Scheme Petition No. 543 of 2011 is made absolute in terms of prayer clause (a) to (d) of the Petition. 9. The Petitioners to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of order. 10. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director. Costs to be paid within four weeks from today. 11. Petitioner Companies are directed to file a copy of this order alongwith a copy of the Scheme of Arrangement with the concerned Registrar of companies, electronically, along with E-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 12. Filing and issuance of the drawn up order is dispensed with. 4 13. All authorities concerned to act on a copy of this order along with Scheme and form of minutes duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.C. DHARMADHIKARI, J)