1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SUMMONS FOR DIRECTION NO 376 OF 2011 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 Private Limited AND Just Dial Global Private Limited AND their Respective Shareholders and Creditors Just Dial 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. KATHAWALLA J DATE : 24TH JUNE 2011 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 Direction AND UPON HEARING Mr. Hemant Sethi 2 instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 11th April, 2011 of Mr. R. Rajaraman, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity Shareholders the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Just Dial Private Limited and Just Dial Global Private Limited and their Respective Shareholders and Creditors is dispensed with in view of consents given by 34 out of 42 Equity Shareholders of the Applicant Company which are annexed as Exhibits “C1” to “C34 ” to the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notices of hearing of petition by RPAD to its remaining Equity Shareholders whose consents have not been obtained. The Applicant Company also undertakes to publish the notice of hearing of the Petition in two local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 3 2. That the convening and holding of the meeting of 6% Cumulative Redeemable Preference Shares (Optionally Convertible) of Series A of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Just Dial Private Limited and Just Dial Global Private Limited and their Respective Shareholders and Creditors is dispensed with in view of consents given by both the 6% Cumulative Redeemable Preference Shares (Optionally Convertible) of Series A which are annexed as Exhibits D1 and D2 to the Affidavit in support of Company Summons for Direction. 3. That the convening and holding of the meeting of 0.1% Non- cumulative Redeemable Convertible Preference Shares (Optionally Convertible) of Series B of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Just Dial Private Limited and Just Dial Global Private Limited and their Respective Shareholders and Creditors is dispensed with in view of consent given by its sole 0.1% Non-cumulative Redeemable Convertible Preference Shares (Optionally Convertible) of Series B which is annexed as Exhibit D-3 to the Affidavit in support of Company Summons for Direction. 4 4. That the convening and holding of the meeting of Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Just Dial Private Limited and Just Dial Global Private Limited and their Respective Shareholders and Creditors is dispensed with in view of averments made in paragraphs 15 of the Affidavit in support of Company Summons for Direction inter alia stating that there is no compromise and / or arrangement with the creditors as no sacrifice is called for. The rights of the unsecured creditors are not affected and there is no reduction in amounts payable to the creditors. The Applicant Company has also given an undertaking to serve individual notice of the hearing of Petition by R.P.A.D. to all its Secured Creditors and also to publish the notice of hearing of the Petition in local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 5. That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Just Dial Private Limited and Just Dial Global Private Limited 5 and their Respective Shareholders and Creditors is dispensed with in view of averments made in paragraphs 16 of the Affidavit in support of Company Summons for Direction, inter alia, stating that the present Scheme is an Arrangement between the Applicant Company and its shareholders as contemplated under section 391(1)(b) and not in accordance the provisions of section 391(1)(a) of the Companies Act, 1956 as there is no compromise and/or arrangement with the Creditors as no sacrifice is called for and that the rights of the Unsecured Creditors are not affected as there is no reduction in amount payable to the Creditors. The Applicant Company has given an undertaking to serve individual notice of the hearing of Petition by R.P.A.D. to its Unsecured Creditors and also to publish the notice of hearing of the Petition in local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 6. So far as the Unsecured Creditors in the nature of deferred revenue as referred in paragraph 16(ii) of the Affidavit in support of Summons for Direction are concerned, it is stated that the same are advances received by the Applicant Company from its customers and that the same will stand adjusted towards services to be provided to the customers by the Applicant Company in the ordinary course of business 6 and that there would be no payment to such customers and hence, no amount is payable to the said customers as per the terms of the contract. In view thereof, the Counsel for the Petitioner submits that no notice is required to be given to the said customers. The Applicant is permitted to serve individual notices of hearing of Petition to all its Unsecured Creditors having a balance of above Rs.1,00,000/- except the above referred Unsecured Creditors in the nature of deferred revenue. 7. That in view of averments made in paragraphs seventeen of the Affidavit in support of Company Summons for Direction, inter alia stating that the proposed reduction of capital does not involve any financial outlay /outgo on the part of the Applicant Company and is only in the nature of a book entry and that such reduction will not cause any prejudice to the creditors as the same does not involve either a diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is dispensed. (S. J. KATHAWALLA, J)