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-company filed a petition being C. P. No. 206 of 2004 for reduction of its paid-up equity share capital from Rs. 32,91,31,880 divided into 3,29,13,188 fully paid-up equity shares of Rs. 10 each to Rs. 26,27,96,120 divided into 2,62,79,612' fully paid-up equity shares of Rs. 10 each. This court vide its order dated May 31, 2005, approved the said scheme of reduction. The relevant portion of the said order is reproduced hereinbelow :

"36. To summarise, when in the instant case 99.97 percent shareholders have supported the resolution of reduction of share capital; the valuation of the share is arrived at in a reasonable manner and lucrative price for the share is offered ; and above all the petitioner has agreed that the objectors may retain their shares, I do not find any legal impediment or any valid reason for not accepting the proposed scheme of reduction of share capital. It is allowed accordingly.. "

5. Though Mr. Janak Mathuraclas, an equity shareholder of the petitioner company filed an appeal being Co. Appeal No. 105 of 2005 against the aforesaid judgment and order dated May 31, 2005, yet the same was subsequently withdrawn.

6. A chart indicating the shareholding pattern of the petitioner-company after approval of the first scheme of reduction is reproduced hereinbelow:

7. Since 2010, the petitioner-company was of the opinion that its equity capital was still in excess, it decided to reduce 1.55 percent of its issued and paid-up equity share capital by cancelling and extinguishing 3,78,614 equity shares held by Lancaster Square Holdings SL (Lancaster) constituting about 1.44, percent of the issued and paid-up equity share capital of the petitioner-company and 28,531 equity shares held by the public constituting about 0.11 percent of the issued and paid-up equity share capital of the petitioner company both aggregating to 4,07,145 equity shares. The petitioner-company appointed M/s. T. R. Chadha and Co., Chartered. Accountants to determine the fair value of its equity shares.

8. On March