1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON 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, a Company incorporated } under the provisions of the Companies Act, 1956 having } its registered office at Palm Court Building M, 501/B, } 5th Floor, New Link Road, Beside Goregaon Sports Complex, } Malad (West), Mumbai – 400 064, Maharashtra } ….. Applicant Company Called Summons for Direction CORAM: S. J. VAZIFDAR, J. DATE: 19th NOVEMBER, 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 12th day of November, 2010 of Mr, R Rajaraman, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 2 1. That convening and holding of the meeting of the Equity Shareholders of Just Dial Global Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Just Dial Global Private Limited and its Shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “E1” to “E6” to the affidavit in support of the Summons for Direction. 2. That convening and holding of the meeting of the Preference Shareholder of Just Dial Global Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Just Dial Global Private Limited and its Shareholders is dispensed with in view of the consent given by the Preference Shareholders of the Applicant Company, which is annexed as Exhibit “F” to the affidavit in support of the Summons for Direction. 3. There are no Secured Creditors in Just Dial Global Private Limited, the Applicant Company, as mentioned in paragraph (15) of the Affidavit in support of the Summons for Direction, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 4. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Just Dial Global Private Limited, the Applicant Company and their 3 respective shareholders, is dispensed with in view of the averment made in paragraph (16) of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. 5. That in view of averments made in paragraph seventeen of the affidavit in support of the Company Summons for Direction, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is dispensed with. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. (S. J. VAZIFDAR, J.)