1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 751 OF 2010 CONNECTION WITH COMPANY SUMMONS FOR DIRECTION NO 733 OF 2010 In the matter of Companies Act, 1956 AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Just Dial Global Private Limited and its Shareholders and Creditors Just Dial Global Private Limited ….. Petitioner Company CORAM: S. C. DHARMADHIKARI, J DATE: 11TH FEBRUARY 2011 Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioner Mr. Abhijit Desai, i/b H.P. Chaturvedi for Regional Director. P.C.: 1. Heard the learned counsel for the Petitioner. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Just Dial Global Private Limited and its Shareholders. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and 2 except as stated in paragraph 6 of the said affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit, the Regional Director has stated that: “That the deponent further submits that the present Scheme of Arrangement is silent as to reasons for such reduction in the equity share capital of the Petitioner Company. However the Petitioner Company vide letter dated 18th January 2011 clarified that the Global Operation will be carried on by the Petitioner Company and Indian Operation will be carried out by specified Equity Shareholders (Just Dial Private Limited) after de-linking the holding/subsidiary relationship. However, the reason for paying of paid up share capital has not been expounded satisfactorily in the Scheme. A copy of letter dated 18/01/2011 of the petitioner company is annexed hereto and marked as Exhibit-D” 5. The learned counsel appearing for the Petitioner clarified that in paragraph 11 of the Petition, the Petitioner has given reasons for paying of paid up share capital to say:- i) The Petitioner Company intends to streamline its share capital. ii) The Petitioner Company shall provide an exit by cancelling and paying back to the Specified Equity Shareholder (as defined in the Scheme of Arrangement). iii) Hence, the Petitioner Company has proposed the Scheme of Arrangement In view of the aforesaid, the Board of Directors of the Petitioner Company considered the current Scheme of Arrangement. In addition, the letter dated 18th January 2011 sets out the object of the Scheme. 6. The Counsel for the Petitioner further submits that the Shareholders in their commercial wisdom have approved the Scheme of Arrangement and that all the Equity and Preference Shareholders have given their consents to the proposed Scheme of Arrangement. 7. My attention is invited to last paragraph of the Affidavit of the Regional Director where it is observed that proposed reduction of share capital of 3 the Petitioner Company as per the present Scheme of Arrangement is not prejudicial to shareholders, creditors and public. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No 751 of 2010 is made absolute in terms of prayer clause (a) to ( c) of the Petition. 10. The Petitioner 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. 11. The Petitioner to pay costs of Rs.10,000/- to the Regional Director. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with Scheme and form of Minutes annexed to the petition, duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.C. DHARMADHIKARI, J)