1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SUMMONS FOR DIRECTION NO 377 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 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. KATHAWALLA J DATE : 24TH JUNE 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. 2 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 11th May, 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 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 all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “G1” to “G5 ” to the Affidavit in support of Company Summons for Direction. 2.That the convening and holding the meeting of Convertible Preference Shareholder 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 Convertible 3 Preference Shareholder which is annexed as Exhibit “H” to the Affidavit in support of Company Summons for Direction. 3. There are no Secured Creditors in the Applicant Company, as stated in paragraph 14 of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 4. That the convening and holding 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 and their Respective Shareholders and Creditors is dispensed with in view of averments made in paragraph 15 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 with 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 and that there is no reduction in amounts payable to the creditors as no sacrifice is called for. It is further stated that the Unsecured Creditors of the Applicant Company will not be affected adversely with the proposed scheme, as post giving effect to the scheme, the 4 assets of the Applicant Company will be far in excess of the liabilities and all the Unsecured Creditors will be paid off in the ordinary course of business. The Applicant Company has given an undertaking to serve individual notice of the hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the notice of hearing of the Petition in the 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 in view of averments made in paragraphs sixteen 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)