CHANDER BHAN GANDHI Vs. RECKITT BENCKISER INDIA LTD

JUDGEMENT

(1.) The appellant impugns the judgment dated 3 rd October, 2011 of the Learned Company Judge of this Court dismissing the objections filed by the appellant to the petition filed by the respondent Company under Sections 100 to 105 of the Companies Act, 1956 r/w Rule 46 of the Companies (Court) Rules, 1959 (for confirming the reduction of share 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% of the shareholding of the respondent Company.

(3.) The respondent Company being desirous of reducing its share capital by 1.55% by cancelling and extinguishing 3,78,614 equity shares held by M/s. Lancaster Square Holdings SL and 28,531 shares held by the public, appointed Chartered Accountants to determine the fair value of its equity shares. The said Chartered Accountants recommended value of Rs. 836/- per share for payment to the shareholders whose shares were sought to be cancelled/extinguished. However the Board of Directors of the respondent Company in the meeting held on 3 rd March, 2010 while approving such reduction in the share capital, enhanced the payment from Rs. 836/- to Rs. 940/- per share. M/s Reckitt Benckiser Plc being the largest shareholder expressed intent to retain its share holding. The Extraordinary General Meeting (EOGM) of the shareholders of the respondent Company held on 24 th April, 2010 by a special majority also approved such reduction. The appellant voted against the said resolution.