1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 507 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 466 OF 2011 Directi Internet Solutions Private Limited....Petitioner/Demerged Company AND COMPANY SCHEME PETITION NO. 508 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 467 OF 2011 Directi Web Services Private Limited.....Petitioner/Resulting Company In the matter of the Companies Act, 1956 (1 of 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 Directi Internet Solutions Private Limited („the Demerged Company‟) and Directi Web Services Private Limited („the Resulting Company‟) and their respective Shareholders and Creditors Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioner. Ms. Jyotsna Pandhi i/b Mr. H.P. Chaturvedi for Regional Director. CORAM: S. C. DHARMADHIKARI, J DATE: 11TH NOVEMBER, 2011 2 P.C 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956 to a Scheme of Arrangement between Directi Internet Solutions Private Limited and Directi Web Services Private Limited and their respective shareholders and creditors. The Scheme inter-alia provides for demerger of ‘Transfer Fulfillment Business’ of Directi Internet Solutions Private Limited, the Demerged Company into Directi Web Services Private Limited, the Resulting Company. The Resulting Company is a wholly owned subsidiary of the Demerged Company. 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 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 except as stated in paragraph 6(a), 6(b) and 6(c) 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: 3 “ (a) The entire share capital of the Resulting Company is held by the Demerged Company and the entire share capital of the Demerged Company is held by Directi Holdings, Mauritius. Hence while giving effect to the scheme and allotment of shares by the Resulting Company to the Demerged Company, the Resulting Company may be directed to comply with FEMA/RBI regulations as applicable in this regard. (b) Clause 6.4 of the scheme provides for cancellation of shares of the Transferee Company held by the Transferor Company or its nominee. In this connection it is submitted that Clause No 6.1 in respect of allotment of shares by the Transferee Company to the Transferor Company shall be given effect first and thereafter proposed cancellation of shares as per Clause No 6.4 be given effect to the scheme. (c) Clause 7.1.3 of the scheme intended to cancel the investment value of Demerged undertaking as per clause 2.4(b) of the scheme, transferred pursuant to clause 7.1.1 of the scheme to Resulting Company. However, that clause is not properly worded. It is therefore, suggested to replace the same as under, for which, the petitioner company’s authorized representative has agreed to. Copy of the amended clause, as agreed by the petitioner company is annexed hereto and marked as Exhibit ‘D’ “ 7. In so far as the query raised by the Regional Director in paragraph 6 (a) of his Affidavit is concerned, the Resulting Company through its 4 Counsel undertakes to comply with the relevant provisions of FEMA/RBI regulations. The said Undertaking is accepted. 8. So far as the query raised in paragraph 6 (b) of the Affidavit is concerned, the Transferee Company through its Counsel further undertakes that the allotment of shares by the Transferee Company to the Transferor Company shall be given effect first as contemplated in Clause No. 6.1 and thereafter the proposed cancellation of shares as per Clause No. 6.4 shall be given effect to the Scheme. The said undertaking is also accepted. 9. In so far as observations made in paragraph 6(c) is concerned, Petitioner Company through its Counsel undertakes to amend and substitute Clause 7.1.3 of the Scheme as per the draft amendment handed in and marked “X” for identification. Amendment to be carried out with a period of three weeks. 10. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No 507 of 2011 and Company Scheme Petition No 508 of 2011 are made absolute in terms of prayer clauses (a) to (d) of the respective Petitions. 11. 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. 5 12. The Petitioners to pay costs of Rs.10,000/- each to the Regional Director. 13. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 15. 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. (S.C. DHARMADHIKARI, J)