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		<img align="" alt="SES slams Justdial restructuring plan" class="imgCont" height="275" src="http://bsmedia.business-standard.com/_media/bs/img/article/2013-04/02/full/1364908823-8234.JPG" style="border: 1px solid #DDD; margin-right: 10px; padding: 1px; float: left; z-index: 0;" title="SES slams Justdial restructuring plan" width="380" />
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			Stakeholders Empowerment Services (SES), the corporate governance advisory entity, has criticised the demerger scheme proposed by Justdial (JDL), the Mumbai-based company providing search services via its website and mobiles.</div>
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			It has asked the latter&rsquo;s shareholders to vote against the move. Justdial has proposed to demerge some businesses of Just Dial Global (JDGL) and absorb them. A court-convened meeting of shareholders and creditors has been called on Tuesday to clear the scheme.</div>
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			SES said: &ldquo;The basic question that SES asks is what is the business that is being transferred? The answer is that presently is no business. With that situation, with what rationale is one talking about synergy, management etc?&rdquo;&nbsp;</div>
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			SES said the company had been doing restructuring related to the same business for five years. It had written off almost Rs 70 crore from the JDL account, and hived off JDGPL. For this loss, shares of JDGPL were issued to the then shareholders of JDL. Now, either the same business or similar business is being purchased, highlighting the sacrifice of JDGPL shareholders, as they are selling at a loss. The difference in valuation is marginally higher by Rs 1 crore, and JDL is calling it value-accretive, SES said. It says shareholders should decide what value Rs 1 crore has for a company with market capitalisation of Rs 3,000 crore.</div>
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			An e-mail response from the company said: &ldquo;We have clearly elaborated the rationale for the proposed scheme in the notices sent to equity shareholders. Further, the report on fair share entitlement ratio issued by a reputed independent CA has clearly mentioned that the value of the demerged undertaking is higher than the nominal consideration in the form of preference shares of Rs 1/- each of Just Dial Ltd, to be issued to shareholders of Just Dial Global.</div>
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			Business exigencies drive such decisions. In our case, we have very clearly enunciated the basis behind these decisions and we believe this is in the larger interests of public shareholders.&rdquo;</div>
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Justdial has proposed to demerge some businesses of Just Dial Global and absorb them