IN RE: CADBURY INDIA LIMITED Vs. STATE

JUDGEMENT

(1.) A. The Petitioner, Cadbury India Limited ("Cadbury India") filed this petition in 2009 under Sections 100 to 104 of the Companies Act, 1956. It is in quite extraordinary circumstances that this petition has been pending for five years. The petition seeks approval of this Court to a special resolution passed by a majority of Cadbury India's shareholders at an extraordinary general meeting, for reduction of Cadbury India's share capital.

(2.) 1. Cadbury India seeks this Court's sanction to a special resolution passed by a majority at an extraordinary general meeting approving a scheme for reduction of its share capital. The reason for this share capital reduction is that it is the policy of Cadbury India's parent companies to operate, where permitted, only through branches or wholly -owned subsidiaries. Before filing this petition, Cadbury India made a series of buy -backs and open offers. It then called an extraordinary general meeting to approve, with or without modification, a special resolution for reduction of its share capital. The meeting was duly convened, held and conducted. There is no complaint about that. An overwhelming majority, including, as we shall presently see, a bulk of the non -promoter minority voted in favour. A minority voted against. Some of those who voted against came to court. There were other opponents to the petition, too. Altogether, about 17 different parties filed opposition affidavits, some by post. Today, all that remain are the Samant and Churiwala Groups. I exclude the Gidwani Group from this because their submission is on a very limited aspect of the matter, having accepted a revised share valuation.

(3.) 1. At the broadest level, the submissions of the Samant Group were to this effect: