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TMI Blog2012 (4) TMI 46X X X X Extracts X X X X X X X X Extracts X X X X ..... hare capital of the respondent Company) and consequently allowing the said petition of the respondent Company. 2. The appellant was holding 536 out of 2,62,79,612 fully paid up equity shares of Rs. 10/- each of the respondent Company. Of the remaining shares, 1,67,85,722 shares constituting 63.87% of the total shareholding were held by M/s. Reckitt Benckiser Plc being the promoter of the respondent Company, 94,65,355 shares constituting 36.02% were held by M/s. Lancaster Square Holdings SL a subsidiary of the promoter company and 27,995 shares were held by other members of the public as the appellant and 4 shares were held by employees of the company. The public shareholders including the appellant held 28,531 shares constituting only 0.11 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ly the appellant in the fray. 5. The appellant objected on the grounds:- A. that the proposal for reduction was nothing but a product of wrong economic policies of the Government of India of removing the sectoral caps in personal care and health sector; B. that it amounted to "forcible acquisition" of shares of public shareholders in as much as the shares of the promoter group remained unaffected; C. that reduction was with the intent to "eliminate" the minority public shareholders and was thus wholly unfair, discriminatory and mala fide; D. that the reduction if any in the share capital should be spread equally over all the different classes of shareholders; E. that the reduction did not fall within any ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eckitt Benckiser Plc and M/s. Lancaster Square Holdings SL for EOGM held on 24th April, 2010 were invalid as the same had not been notarized. 6. The Learned Company Judge in the impugned judgment has observed/found/held:- (i) that Section 100 of the Act expressly permits a Company if so authorized by its Articles of Association, to reduce its share capital by following the procedure prescribed therein; (ii) Clauses (a), (b) and (c) of Section 100(1) of the Act are mere illustrations and not the only manner in which share capital of a company can be reduced; the power of reduction of capital else is general and extends to any possible method of reduction subject to compliance with the applicable provisions; (iii) that t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Bharat Kumar Padamsi [2009] 92 SCL 272 (Bom.) where the Division Bench of the Bombay High Court had observed that once it was established that the non-promoter shareholders were being paid fair value of their share, the Court will not be justified in withholding its sanction to the resolution; (viii) Reliance was placed on Organon (India) Ltd., In Re. [2010] 101 SCL 270 (Bom.) where the Bombay High Court had rejected the arguments of forcible acquisition of public shareholders in the context of a Scheme of Reduction; (ix) that the valuation of shares is a technical matter requiring considerable skill and experience and the report of the valuation is not to be interfered with by the Court in the absence of any fraud or illegal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... - per year for his aforesaid shares and of which he would be deprived of and the price of Rs. 1,500/- per share being paid was not compensation enough for the same. He has also argued that the Directors of the respondent Company in proposing the reduction have not acted independently as they were required to. Faults are also pointed out in the EOGM on account of the presence of the lawyers therein. The argument of the reduction being required to be pro rata and the policy of pick and choose being not permitted is reiterated. 8. Needless to state that the senior counsel for the respondent Company has supported the impugned judgment. 9. We have given our anxious consideration to the matter and perused the memorandum of appeal carefully. The ..... X X X X Extracts X X X X X X X X Extracts X X X X
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