JUDGMENT

Manmohan J. The present petition has been filed under sections 100 to 105 of the Companies Act, 1956 (for short "the Act") read with rule 46 of the Companies (Court) Rules, 1959 (for short "the Rules, 1959") for confirming the reduction of share capital of the petitioner-company.

2. The relevant facts of the present case are that on July 5, 1951, the petitioner-company was incorporated as a public limited company under the name of M/s. Reckitt and Colman of India Ltd. On. December 18, 2000, the name of the petitioner-company was changed to M/s. Reckitt Benckiser (India) Ltd.

3. Between February 14, 2003 and May 19, 2005, the equity shares of the petitioner-company were delisted from Bombay, Calcutta and National Stock Exchanges in accordance with regulation 21(3)(a) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. In fact, in view of the directions received from the said stock exchanges., M/s. Reckitt Benckiser Plc's subsidiary company, namely, Lancaster Square Holdings SL made an exit offer to acquire shares in the petitioner-company under the aforesaid Regulations.

4. Post delisting, the petitioner-c