1 APPL839/10 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION APPEAL (L) NO.839 OF 2010 IN COMPANY PETITION NO.1037 OF 2009 WITH COMPANY APPLICATION NO.1303 OF 2009 Janak Mathuradas and ors. ...Appellants v/s Wartsila India Ltd. ...Respondents Mr Janak Dwarkadas, Sr Counsel with Mr Ashish Kamat and Mr S.C. Gangan i/b M/s RMG Law Associates for Appellants. Mr D.D. Madon with Mr Hemant Sethi, Kamlesh Raswani and Ms Depika Manseta i/b M/s Vini Juris for Respondents. CORAM : D.K. DESHMUKH AND N.D. DESHPANDE JJ. DATE : 13TH DECEMBER 2010. 2 APPL839/10 P.C. :- 1] By this appeal, the appellants challenge the order dated 15th November 2010 passed by the learned Single Judge of this Court in Company Petition No.1303 of 2009. By that order, the learned Single Judge has granted the Company Petition in terms of prayer clauses (a) and (b). That company petition was taken out by the respondent Company i.e. Wartsila India Ltd. for approval and confirmation of special resolution passed by the shareholders in its extraordinary general meeting for reduction of share capital. The result of that resolution was that the company would have ceased to have any non-promoter shareholders. The Company Petition was objected by the present opponents who are interveners. The first submission of the interveners  appellants was that the proposed reduction of share capital amounts to forceful acquisition of shares held by the appellants and that such action on the part of the company is against the principles of natural 3 APPL839/10 justice, corporate democracy and corporate governance. It appears from paragraph 21 of the order of the learned Single Judge that this contention was not pressed before the learned Single Judge because of a judgment of the Division Bench of this Court in the case of Sandvik Asia Ltd. v/s Bharat Kumar Padamsee, reported in 2009(3) Bom CR 57. However, that question was kept open before the learned Single Judge. This contention was also not urged before us because of the Division Bench judgment, it was kept open. The learned counsel appearing for appellants further submits that fair market price which the Company is offering i.e. Rs. 532/- per share cannot be termed as fair value of the shares. He invited our attention to the public buy back offers made by the foreign shareholders earlier where they were offering Rs.632/- per share. He submitted that this was an offer made by the promoters, therefore the Company could not have offered anything less than Rs.632/- per share and the fair price would have been Rs.632/- plus 41 % premium. We have perused the record. It appears 4 APPL839/10 that the Company had obtained valuation of the shares. The valuation report shows the value of Rs. 377/- per share. The Company decided to give premium of 41 %, thus the shareholders were offered Rs.532/- per share. The Company is also required to pay tax on this amount of Rs.532/-. Thus, the Company in fact is paying Rs.622/- per share. The learned counsel appearing for appellants submitted that before the learned Single Judge, valuation report was called from M/s Raiji and Co. The valuation given in that report was Rs.444/- per share. The learned counsel for appellants submitted that even that valuation was not considered by the learned Single Judge. We however find from the record that even if M/s Raiji and Co. s valuation is accepted and 41 % premium is added to it, the net share value comes to about Rs.625/- per share. Even now, the Company is paying approximately the same amount for each share considering that the Company is required to pay tax on the amount. In our opinion, the learned Single Judge has given cogent reasons for making the order. What we further find 5 APPL839/10 is that the resolution proposing reduction of share capital was approved by 93.94 % of even non-promoter shareholders. The objection was raised only by four persons, two out of them even did not attend the extraordinary general meeting. The learned Single Judge has also referred to the conduct of the shareholders in the meeting where the only objection raised by them was that they should be offered the same price which was offered by the foreign promotes i.e. Rs.622/- per share. Taking overall view of the matter therefore, in our opinion, no exception can be taken to the conclusion reached by the learned Single Judge that the price offered by the Company was a fair value of the share. In our opinion, there is no substance in the appeal. Appeal is rejected. 2] At this stage, a request is made that the statement was operative till 6th December 2010 that the Company will not implement the resolution and interim order to that effect should be made. In our opinion, considering that only four non-promoter 6 APPL839/10 shareholders have raised objection and overwhelming number of non-promoter shareholders have accepted the scheme, it will not be fair to stay the implementation of the resolution. The request is rejected. Parties to act on the copy of this order duly authenticated by the Associate / Private Secretary of this Court. Certified copy expedited. ( JUSTICE D.K. DESHMUKH ) ( JUSTICE N.D. DESHPANDE )