Hon'ble RASTOGI, J.—Instant Company petition (No.9/2011) has been instituted u/Sec. 100 to 104 of Indian Companies ct, 1956 ("Co. Act") seeking order of the Company Court for reduction of share capital of Rayban Sun Optics India Ltd. (petitioner-Co.). 2. The petitioner-Company was originally incorporated under provisions of the Co. Act on May 28, 1990, as a Company Limited by share in the name and style of Bausch & Lomb India Pvt. Ltd., having its registered office at New Delhi. Registered Office was thereafter changed to Plot No.810-811, Road No.20, RIICO Industrial Area, Phase II, Bhiwadi (Alwar district) Rajasthan and a certificate of registration under the order of Company Law Board confirming transfer of Registered Office from Delhi to State of Rajasthan was issued by Registrar of Companies, Rajasthan at Jaipur ("ROC, Jaipur"). 3. However, word-"Private" was deleted from name of petitioner-Company u/S. 44(2)(b) of Co. Act w.e.f. March 25, 1991; and thereafter by special resolution of Members of petitioner-Company in accordance with S.21 of Co. Act, and upon approval of ROC Jaipur vide ROC/Approval/21/8343/2577 dt. 30.4.2001, name of petitioner-Company was changed from "Bausch & Lomb India Ltd." to "Rayban Sun Optics India Ltd." and accordingly a fresh Certificate of Incorporation was issued on March 30, 2001. 4. The objects of petitioner-Co. are set out in Art. III of its Memorandum of Association. The authorized, issued, subscribed and paid up share capital of petitioner-Company as on May 6, 2011 are ad infra: (a) Authorised Share Capital - Rs. Thirty Five Crores divided into 5,000 preference shares each of Rs.100/- and 3,49,50,000 equity shares each of Rs.10/-. 4. The objects of petitioner-Co. are set out in Art. III of its Memorandum of Association. The authorized, issued, subscribed and paid up share capital of petitioner-Company as on May 6, 2011 are ad infra: (a) Authorised Share Capital - Rs. Thirty Five Crores divided into 5,000 preference shares each of Rs.100/- and 3,49,50,000 equity shares each of Rs.10/-. (b) Issued and Subscribed Equity Share Capital Rs.24,47,91,870/- (Rupees Twenty Four Crores Forty even Lacs Ninety One Thousand Eight Hundred and Seventy only) divided into 2,44,79,187 (Two Crores Forty Four Lacs Seven Nine Thousand One Hundred and Eighty seven only), equity shares each of Rs.10/- (c) Paid up Equity Share Capital Rs.24,47,70,815/- (Rupees Twenty Four Crores Forty Seven Lacs Seventy thousand eight Hundred and Fifteen only) comprising of Fully paid up equity share capital of Rs.24,47,29,170/- (Rupees Twenty Four Crores Forty Seven Lacs Twenty Nine Thousand One Hundred and Seventy Only) divided into 2,44,72,917 (Two Crores forty Four Lacs Seventy Two Thousand Nine Hundred and Seventeen only) fully paid up equity shares each of Rs.10/- and a sum of Rs.41,645/- (Rupees Forty One Thousand Six Hundred and Forty Five) for the forfeited equity shares being call-in-arrears. On 28.4.1999 Luxottica Group S.P.A. entered into an agreement for the purchase from Bausch & Lomb Incorporated ("B&L Inc.") of its business of production, marketing, distribution and sale of sun glasses and spectacle frames, besides certain relates accessories in various locations around the world ("Eyewear Business"). In India, B&L Inc. held 44.152% of equity shares of petitioner-Co. (erstwhile known as Bausch & Lomb South Asia Inc.) through its subsidiary B&L South Asia Incs.). However, consequent upon amendment to the Purchase agreement, made on March 24, 2000, aforesaid 44.152% of the equity shares of petitioner hitherto held by B & L South Asia stood transferred to Bausch & Lomb Indian Holdings Inc. (Subsequently known as Ray Ban Indian Holdings Inc. ("RayBan India"). At that time, product range of petitioner-Company was divided into two parts, viz. Products related to its Eye-wear Business and another related to its other business (Non-Eye-wear business); and as it evident from the amendment to Purchase agreement and pursuant to Resolution dt.21.7.2000 passed by the Members, Non-eyewear Businesses were sold to an Indian subsidiary of B&L South Asia on 23.10.2000. Sub-sequent to disinvestments of Non-Eye-wear business and by virtue of merger agreement dt.27.10.2000, B&L South Asia Holdings Inc. Sub-sequent to disinvestments of Non-Eye-wear business and by virtue of merger agreement dt.27.10.2000, B&L South Asia Holdings Inc. stood merged into RayBan Holdings Inc. in the State of Delaware (USA) (subsidiary of Luxottica). 5. However, on 1.7.2010, RayBan India, having held 93.32% of Fully paid Up Equity Shares capital of petitioner Company, merged into RayBan Holdings Inc., which is turn merged into Luxottica US Holdings Corp., thereby resulting into transfer of all Equity Shares of petitioner-Company held by RayBan India to Luxottica US. Consequently, Luxottica US now holds 93.32% of Fully paid up share capital of petitioner-Co. Thus, share holding pattern of petitioner-Co. As on 26.4.2011 is detailed out in Annexure-C. 6. As alleged, equity shares of petitioner-Company were first enlisted in the year 1992 at Bombay Stock Exchange (BSE) and thereafter at Delhi Stock Exchange (DSE), Jaipur Stock Exchange (JSE), Ahmedabad Stock Exchange (ASE) and also at Calcutta Stock Exchange (CSE) but the equity shares were de-listed from these stock exchanges. In the meanwhile, petitioner-Company, by a passage of time, felt the need of achieving more flexibility and greater efficiency in its operations and management, and since 2004 The Company started de-listing its equity shares from various stock exchanges other than Bombay Stock Exchange (BSE) and due to open offer in 2008, Luxottica made a de-listing offer to the public members of petitioner-Company to purchase their shares according to the Securities and Exchange Board of India (De-listing of Securities) Guidelines, 2003 ("Delisting Guidelines") and through de-listing offer, Luxottica purchased 43,35,713 equity shares from the public at a price of Rs.140/- per share determined through reverse book building process as stipulated in the De-listing Guidelines and finally, the equity shares of the petitioner were de-listed from the BSE on October 22, 2008. For six months following Final De-listing date, according to De-listing Guidelines, 2003, RayBan India provided a final exist opportunity to the remaining Public Members of petitioner-Company on same terms and conditions as the Final De-listing Offer. During period ending on April 22, 2009, Luxottica purchased 12,39,195 shares from the public and consequently, share-holding of Luxottica in petitioner-Co. went upto 93.32% of its fully paid up equity share capital. 7. Financial year of petitioner-Company commences from January 1, every year and continues till 31st December of that year. During period ending on April 22, 2009, Luxottica purchased 12,39,195 shares from the public and consequently, share-holding of Luxottica in petitioner-Co. went upto 93.32% of its fully paid up equity share capital. 7. Financial year of petitioner-Company commences from January 1, every year and continues till 31st December of that year. The Accounts of petitioner-Company for final year ending on 31st December, 2010 have been duly audited and approved by the Members at 21st Annual General Meeting held on April 26, 2011 as is evident from its minutes (Ann.D.). 8. The reasons for reduction of the capital though have been spell out in details in para 10 of memo of the petition but in nut shell, as alleged are to the effect that owing to the de-listing of equity shares of petitioner-Company in the year 2008, there had been no market to buy and sell its equity shares and the public members were finding it difficult to dispose of their share-holding in absence of liquidity of tradability of these equity shares. Taking note thereof, since the public members were making requests and enquiry about status of their equity shares besides expressing desire to sell or otherwise dispose of their equity shares and to that extent making request to petitioner-Company to afford an exist opportunity to them. Accordingly, petitioner-Co. obtained valuation report dt.21.3.2011 (Ann.E) from M/s. Price Water House (independent-valuer) in respect of petitioner's equity shares. Valuation report disclosed a value range per equity share between Rs.132/- and Rs.137/- based on the method of discounted cash flow ("DCF") s envisaged in Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 (vide notification FEMA-20/2000-RB dt.03rd May, 2000 by Reserve Bank of India) as amended by A.P. (DIR Series) Circular dt. May 04, 2010 (No.49) ("Pricing Guidelines"). Taking note of valuation report (supra), petitioner-Company proposed to pay a price per equity share based on highest value viz. Rs.137/- which included a premium of Rs.127/- on face value of each equity share of Rs.10/- as an offer to the public members to liquidate their share holding and of exiting the petitioner at such price. 9. Taking note of valuation report (supra), petitioner-Company proposed to pay a price per equity share based on highest value viz. Rs.137/- which included a premium of Rs.127/- on face value of each equity share of Rs.10/- as an offer to the public members to liquidate their share holding and of exiting the petitioner at such price. 9. Further reason for the reduction as alleged is that the reduction has been viewed as friendly gesture to provide one time exist opportunity to the public members who are holding an aggregate of 16,35,646 fully paid up equity shares representing 6.68% of its fully paid up equity share capital and as a result of which, entire fully paid up equity share capital held by such public members would stand cancelled in accordance with Art. 67 of the Articles of Association of petitioner-Company and as per Ss. 101 to 14 of Cop. Act and entire fully paid up equity share holding will be held by Luxottica US, which holds 93.32% of Fully paid up equity share capital. 10. For the said purpose, notice of Annual General Meeting (AGM) together with explanatory statement was sent by Board of Director of petitioner-Co., to all the Members in accordance with provisions of the Co. Act and the AGM was conducted on April 26, 2011 relating to the Reduction at Item No.7 (Ann.F) wherein, petitioner-Co. vide special resolution, (Ann.G) quoted in para 15 of the Company petition passed by its member resolved that in terms of Ss.101 to 104 of Co. Act and Art. 67 of the Articles of Association of the Company, and subject to approval/confirmation of the High Court of Rajasthan, the fully paid up equity share capital of the Company be and hereby stands reduced from Rs.24,47,29,170 divided into 2,44,27,917 fully paid up equity shares of Rs.10/- each, to Rs.22,83,72,710/- divided into 2,28,37,271 fully paid up equity shares each of Rs.10/- and accordingly such reduction be effected by canceling 16,35,646 fully paid up equity shares held by non-promoter members of the Company representing 6.68% of fully paid up equity share capital of the Company. It was further resolved ad infra: "Resolved further that after reduction of capital is confirmed by the Hon'ble High Court of Rajasthan, the Company will fix a record date for the purpose of determining the registered holders and beneficial holders of the fully paid up equity shares of the Company. It was further resolved ad infra: "Resolved further that after reduction of capital is confirmed by the Hon'ble High Court of Rajasthan, the Company will fix a record date for the purpose of determining the registered holders and beneficial holders of the fully paid up equity shares of the Company. Resolved further that an amount of Rs.137/- (including a premium of Rs.127/- on the face value of each equity share) for every equity share cancelled, be and is hereby paid as compensation to every member of the Company whose share-holding has been so cancelled." 11. It is relevant to take note that as is evident from Minutes (Ann.H) of the AGM, the meeting was attended by 25 individual members, two corporate members through authorized representatives and One proxy collectively representing 22,845,698 shares (93.35% of total fully paid up equity capital of petitioner-Company) and in a poll being taken order to consider the proposed reduction, out of total 26 ballot papers being cast, 10 ballot papers representing 2,28,37,484 equity shares voted in favour of the proposed reduction while 16 ballot papers representing 8,214 equity shares voted against it. In net result, 99.96% of total votes polled were for the reduction while 0.04% of total votes polled were against the reduction. By having undergone the process (supra), as per petitioner-Company, requirement for passing a special resolution for the proposed reduction u/Sec. 100 of Co. Act was duly met. 12. It has also not been pointed out that petitioner-Company does not have any secured creditors and as regards unsecured creditors as on 25.3.2011 out of total sum of Rs.76,497,271/- payable to other creditors than statutory creditors, a sum of Rs.76,357,298/- representing 99.82% of such liabilities have given consent for the proposed reduction or having been paid and thus statutory dues having been paid fully, only a sum of Rs.115,369,059/- towards statutory dues is being disputed at various fora, which would be paid whenever due. 13. It has also not been pointed out that for the year ending on 31.12.2010, petitioner-Company had reserves and surplus of aggregating sum of Rs.1,421,823,028 having made net profit after tax of Rs.206,602,049/-, which shows that petitioner-Company has sufficient reserves to pay the public members upon reduction. 13. It has also not been pointed out that for the year ending on 31.12.2010, petitioner-Company had reserves and surplus of aggregating sum of Rs.1,421,823,028 having made net profit after tax of Rs.206,602,049/-, which shows that petitioner-Company has sufficient reserves to pay the public members upon reduction. According to the petitioner, although the proposed reduction involves the payment of value of paid up equity share capital to the Members, the reduction having been approved in accordance with provisions of S.100 to 104 of the Co. Act would neither adversely affect the rights of public members nor prejudice the interest of petitioner's creditors or the public at large. Hence instant company petitioner has been filed. 14. Vide order dt. 12.5.2011, this Court issued notices and for publication in Rajasthan Patrika (Rajasthan Edn.) and Economic Times (All India Edn) and on that date, few of share holders came forward to oppose the application and sought time to file their written objections. In response thereto, objections have been filed by few share holders and the Registrar of Companies. 15. But, before taking note of their objections, this Court would like to record that after issuance of notices vide order dated 12.5.2011, petitioner Company moved application u/Sec. 101(3) of Co. Act seeking permission to dispense with requirement of settling the list of creditors and this Court after recording its satisfaction and taking note of submissions made by respective parties, vide order dt.22.9.2011 granted permission for dispensing with the requirement of settlement of list of creditors after holding it being note prejudice to the interest of creditors and public in general. 16. First objection raised at the instance of opponent/objectors is that proposed reduction of share capital is against the spirit of provisions of the Co. Act as well as policy of the Government to promote investment by small share- holders. The present scheme seeking sanction of partial and selective reduction of its share capital u/Sec. 100 to 104 of Co. Act is seriously prejudicial to the rights of minority share-holders whose interest would be jeopardized owing to the proposed reduction being suggestive of a compulsory reduction of share capital of non-promoter share-holders. That apart, special resolution in regard to the proposed and non-promoters group whereas once promoter group having already held 93.31% of total share holding of the Company, obviously there would have no impediment in getting special resolution passed through over-whelming majority. 17. That apart, special resolution in regard to the proposed and non-promoters group whereas once promoter group having already held 93.31% of total share holding of the Company, obviously there would have no impediment in getting special resolution passed through over-whelming majority. 17. The objectors submit that instead of special resolution being considered by all share holders, it would be appropriate that only the persons to whom the scheme was being offered, viz. non-promoter share holders, ought to have considered the proposed reduction of share capital; however, petitioner-Company instead of convening separate meeting of non-promoters share-holders, call for a single meeting of all share holders, which in no manner can be said to be resolution within the meaning of Sec. 100 of Co. Act, even if being passed by over-whelming majority. Taking aid of the above, the objectors submit that non-promoter share holders whose capital having been compulsorily reduced, in fact constituted a separate class of share holders whose separate meeting ought to have been called for seeking their mandate; and unless all members of such a separate class duly affected by proposed reduction should have given their consent, such proposed reduction could not be said to be in the interest of share holders or public at large. 18. Objectors further submit that proposed reduction of share capital is in the form of an arrangement between the Company a class of share holders duly covered u/Sec. 391 to 394 of Co. Act and therefore, procedure prescribed thereunder ought to have been followed; but in the instant case, the proposed reduction affecting the rights of non-promoter group, meeting only of such non-promoter group being affected by the reduction was required to be called since neither can anybody be permitted to take decision with respect to the rights of others, nor can other be forced to be governed by a decision of those whose rights being affected, rather enhanced; and in such circumstances of the case, holding meeting by he Company regarding proposed reduction of share capital was nothing but merely a farce; and that apart, once the Company having recognized Non-promoter share holders as a separate class; thereby reducing their shares, while contrarily having not recognized non-promoter share holders as separate class for convening their separate meeting, the Company cannot take somersault and be allowed to blow hot and cold. Taking aid thereof, objectors further submit that either the Company should proportionately reduce share holding of all the share holders or in either case, if intending to reduce shares only of a class of share holders like Non-promoters group, then a separate meeting of those is required to be held if resolution for proposed reduction of share capital is approved and then only the Company may proceed further with the proposed scheme of reduction. 19. Objectors vociferously submit that in fact, petitioner-Company is forcibly depriving of its property as against share holders of promoter group and it being a kind of compulsory buy back of shares, which needs compliance of provisions of Sec. 77A of Co. Act, as well, which is admittedly lacking on the part of petitioner-Co. 20. Objectors also submit raising objection regarding validity of valuation of shares proposed by petitioner Company per equity share of Rs.137/-, which according to them is highly below the value of shares of petitioner-Company since valuation report besides its method adopted by Company is not justifiable owing to it being proposed simply to deprive share holders of their valuable right. It has been further pointed out that valuation of the shares has been made on the basis of report dt. 21.03.2011 of their valuer consultant (Price Water House) who applied "discounted cash flow" method ("DCF") on a solitary ground that the Company has about 40 non-resident share holders and the reduction of capital would entail transfer of shares from such non-residents, for whom, methodology as envisaged in the Foreign Exchange Management (Transfer of or Issue of Security by a person resident Outside India) Regulations, 2000 has to be applied which provided for application of DCF method. However, the Objectors (share holders) have, in counter, placed a valuation report dt. 9.1.2012 prepared by JC Desai and Company, Chartered Accountant who after having considered facts and law applicable and after adopting the income approach for valuing equity shares, has determined valuation of Rs.293/- per equity share. According to Objectors, even if valuation of their shares has been made for purposes of proposed reduction, still such a valuation based on report dt.21.03.2011 of their consultant - Price Water House who applied discounted Cash flow Method, atleast requires to be interfered with, entitling them for fair valuation of their equity shares. 21. In support of instant petition, Counsel for petitioner-Company submits that u/Sec. 100 of Co. 21. In support of instant petition, Counsel for petitioner-Company submits that u/Sec. 100 of Co. Act, the Company may, if so authorized by its Articles of Association, by special resolution, reduce its share capital in any way. And three instances of reduction of share capital incorporated in Sec. 100 are merely indicative and without prejudice to the generality of the power of a Company to reduce its share capital. Counsel submits that every possible method of reduction of share capital is duly encompassed u/Sec. 100, being subject to and governed by provisions of Sec. 100 to 104 of Co. Act and accordingly, subject to confirmation by this court, the company is open to choose the mode or extent of reduction of its share capital and such a confirmation can be refused only in case of provisions of Ss. 100 to 104 being not complied with by the Company or the proposed reduction being unfair or inequitable. 22. Counsel for petitioner further submits that it is trite law that the holding of a share in a Company by a share holder is of a bundle of rights in relation to the Company, where such rights are subject to conditions and/or limitation stated under not only the memorandum and Articles of Association of the Company but also provisions of Co. Act; as such equity share holders of petitioner Company including Objectors herein have held their shares on a clear understanding that their shares could be cancelled/reduced u/Ss. 100 to 104 of Co. Act as well as the Articles of Association of the Company. The Articles of Association in particular Art. 67 clearly provides that the Company (subject to provisions of Ss. 78, 80 & 10 to 105 inclusive) from time to time, by special resolution, reduce its capital and capital redemption reserve account or other premium account in any manner for the time being authorized by law and in particular, capital may be paid off on the footing that it may be called up again or otherwise. 23. Counsel for the Company further submits that Petitioner-Company has fully complied with the provisions of Sec. 100 of Co. 23. Counsel for the Company further submits that Petitioner-Company has fully complied with the provisions of Sec. 100 of Co. Act and of its Articles of Association for proposed reduction of its share capital and in that process, special resolution was passed on 26.4.2011 by over-whelming majority of equity share holders (including of majority of non-promoter equity share hol-ders) who in their collective commercial wisdom and in a democratic manner have duly resolved for reduction of equity share capital of petitioner Co. 24. Counsel submits that S.100 does not contemplate separate class meetings of distinct classes of share holders of a Company and to be noticed hat special resolution passed by over-whelming majority of 99.96% of total votes were favouring proposed reduction while 00.04% were against it, significantly well above 93.32% of fully paid up equity share capital is of the petitioner and only about 0.04% of the votes polled by equity share holders present and their voting was against and opposed the special resolution. 25. Counsel for petitioner further submits that proposed reduction of equity share capital of petitioner Company being fair and equitable to non-promoters qua equity share holders and according to him, it is settled proposition of law that even if it is considered to be a selective reduction of capital, it is permissible and lawful; and the proposed scheme of reduction in fact affords an exist opportunity to every small share holder who made a positive act of casting a ballot against the scheme and that apart, financial position of the Company has been duly certified by auditors and both before and after reduction as proposed, net worth of the Company would continue to be positive. Taking note of the fact that 99.96% of total votes have polled favouring the reduction proposed and they have overwhelming majority of the value of total share holders having consented to the proposed scheme of reduction of share capital of petitioner-Co., deserves approval of this Court. 26. Taking note of the fact that 99.96% of total votes have polled favouring the reduction proposed and they have overwhelming majority of the value of total share holders having consented to the proposed scheme of reduction of share capital of petitioner-Co., deserves approval of this Court. 26. As regards valuation of equity share to a sum of Rs.137/- each, Counsel for petitioner submits that petitioner Company has 44 share holders (other than Luxottica US Holdings Corp) who are non-residents of India and as per pricing guidelines, prices of shares are determined in cases of transfers from Residents to non-Residents and from non-Residents to Residents since in such cases of both the transfers, Pricing Guidelines prescribed the price of share to be determined according to Discounted Cash flow (DCF) method and further provided that in case of a transfer of shares from Residents to non-residents, the price cannot be lower than price determined under DCF method; and in case of transfer of shares from non-Residents to Residents, the price cannot be higher than one determined under DCF method and thus in the case of 44 non-Resident share holders (other than Luxottica US Holdings Corp.) the shares held by them would be extinguished on payment made by petitioner-Company, therefore, the price payable to non-Resident share holders cannot exceed the price calculated as per DCF value; and the DCF method has been noticed by the valuer M/s. Price Waterhouse and the Courts have recognized the DCF method being most appropriate method of the purposes of reduction of share capital. 27. As regards prices offered by petitioner-Company to a sum of Rs.137/- per equity share, Counsel submits that a price of share for a sum of Rs.137/- is both fair and attractive since it has been computed as per applicable regulations and based on a valuation report of M/s. Price Waterhouse which has confirmed that in a case involving non-Resident share holders, DCR method is the correct method for being followed and the valuation report has stipulated a range of between Rs.132/- to Rs.137/- per share and the Board of Directors, in the interest of public share holders, have fixed a price being at the highest end of the range valued by M/s. Price Waterhouse viz. Rs.137/-; in such circumstances, not only it has a proper valuation of shares undertaken by petitioner-Co. Rs.137/-; in such circumstances, not only it has a proper valuation of shares undertaken by petitioner-Co. but the Board of Directors has also in the interest of public share holders, fixed the highest price possible under the law to be paid by the petitioner Company. 28. As regards buy-back of shares by petitioner-Co., Counsel submits that both the Secs. 77A and 100 of Co. Act are separate being distinct one to each other since the former deals with buy-back of shares whereas the latter having dealt with reduction of capital; and both the Sections have no inter-connec-tivity; as such S.77A has no application in the facts of the instant case. As regards the process envisaged u/S. 390 of Co. Act necessitating for holding of a meeting of the affected class, Counsel submits that holding of a class meeting is not a requirement u/S.100 of Co. Act, which merely prescribes for the re-quirement of share holders of a Company proposing to reduce its share capital to pass a special resolution approving the proposed reduction of share capital and taking note whereof, special resolution as required by law has been duly carried out passed with 99.96% of total votes polled favouring reduction resolution at Annual General meeting of petitioner-Co. held on 26.4.2011. 29. Counsel for petitioner-Company further submits that in any event, the Company has no separate class of equity share holders while the public members are the primary beneficiaries of proposed reduction and are being returned with their complete issued and fully paid up share capital despite pro-rate return of their capital shared with Luxottica US Holdings Corp., and the proposed reduction of capital being in full compliance with provisions of the Co. Act is neither unfair nor inequitable to the public share holders; rather provides an opportunity to exit petitioner-Co. at an attractive valuation. 30. This Court has considered rival contentions made by counsel for petitioner Co., Objectors and the Registrar of Companies, and with their assistance, examined the material placed on record and taken through by the parties in course of hearing. Indisputably the law relating to a reduction of share capital of a Company is envisaged in Ss. 100 to 105 of Co. Act. S. 100 authorizes a Company to reduce its share capital and lays down the procedure requiring to be followed. Indisputably the law relating to a reduction of share capital of a Company is envisaged in Ss. 100 to 105 of Co. Act. S. 100 authorizes a Company to reduce its share capital and lays down the procedure requiring to be followed. However, S. 100 authorizes a Company limited by shares having a share capital, if so stipulated by its Articles of Association by a special resolution to reduce its share capital,- (a) if there is a provision in Articles of Association of a Company permitting to do so; (b) if it has passed special resolution for the purpose of a reduction of its share capita; and (c) if such a proposed reduction is sanctioned by the Court. Sub-section (2) of Sec. 101 provides that where proposed reduction of share capital involves either a diminution of liability in respect of unpaid share capital or payment to "any share holders" of any paid up share capital and in any other case, if the court so directs, then the provisions made thereunder shall have effect. The words, "any share holders" in Sec. 101 of Co. Act indicates that a reduction of share capital need not necessarily be qua all share-holders of the Company, but can take place from one or more amongst the body of share holders and a classification of share holders for the purposes of effecting reduction of capital is not an act extraneous to the provisions of Sec. 101. However, it is the duty of Court to give effect to the plain meaning and intendment of provisions of S.101 and unless the law circumscribes it by a clear provision, it is the duty of the Court not to put limitation as the Legislature has not intended to do so. 31. A leading decision in England, which has been referred to in all the cases cited by either side and which approves a selective reduction of capital is of the House of Lords in British & American Trustee & Finance Corporation Ltd. & Reduced vs. John Couper (1894 (AC) 399 (HL)). 31. A leading decision in England, which has been referred to in all the cases cited by either side and which approves a selective reduction of capital is of the House of Lords in British & American Trustee & Finance Corporation Ltd. & Reduced vs. John Couper (1894 (AC) 399 (HL)). However, in Ramesh B. Desai vs. Bipin Vadilal Mehta ( AIR 2006 SC 3672 ), the Apex Court referred to the Commentary in the Guide to the Companies Act by A. Ramaiya with approval, describes the decision of House of Lords in British & American Trustee & Finance Corporation Ltd. & Reduced vs. John Couper (supra) as the leading authoritative pronouncement in the context of a reduction of capital. 32. In Hindustan Commercial Bank Ltd. vs. Hindustan General Electric Corporation Ltd. ( AIR 1960 Cal. 637 ), the Calcutta High Court referred to aforesaid decision of House of Lords in British & American Trustee & Finance Corporation Ltd. & Reduced vs. John Couper (supra) with approval and held that the question of reducing capital is a domestic affair to be decided by the majority. The Court further observed that the Co. Act leaves it to the Company to decide for itself the extent and mode of reduction and however, it is subject to the confirmation of the Court as required for safeguarding the interests of creditors & majority share holders, so as to see that it is fair, just and equitable. 33. A similar view was taken by Madras High Court in Panruti Industrial Co. (P) Ltd.'s case ( AIR 1960 Mad. 537 ) and the Court held that question of reduction of capital is a matter of domestic concern for the decision of the majority of share holders of the company and since the decision for reduction is based on commercial considerations undertaken by the business-men who are in the best position to know the necessitates and interest of the Company concerned and in absence of serious allegations as regards the bonafides of proposed scheme, the Courts shall remain hesitant in interfering with the majority view. What is open for the Court to examine, is as to whether interests of those members of the public who may be induced to take shares in the Company are secured and whether the reduction is fair and equitable as between different classes of share holders. 34. What is open for the Court to examine, is as to whether interests of those members of the public who may be induced to take shares in the Company are secured and whether the reduction is fair and equitable as between different classes of share holders. 34. In Reckitt Benckiser (India) Ltd. (122 (2005) DLT 612) the Delhi High Court underlined the principles emerging from the law relating to a reduction of share capital ad infra: (i) The question of reduction of share capital is treated as matter of domestic concern, i.e. it is the decision of the majority which prevails. (ii) If majority by special resolution decides to reduce share capital of the company, it has also right to decide as to how this reduction should be carried into effect. (iii) While reducing the share capital company can decide to extinguish some of its shares without dealing in the same manner as with all other shares of the same class. Consequently, it is purely a domestic matter and is to be decided as to whether each member shall have his share proportionately reduced, or whether some members shall retain their shares unreduced, the shares of others being extinguished totally, receiving a just equivalent. (iv) The Company limited by shares is permitted to reduce its share capital in any manner, meaning thereby a selective reduction is permissible within the framework of law (see Re. Denver Hotel Co., 1893(1) Chancery Division 495). (v) When the matter comes to the Court, before confirming the proposed reduction the court has to be satisfied that (i) there is no unfair or inequitable transaction and (ii) all the creditors entitled to object to the reduction have either consented or been paid or secured. 35. In the instant case, the Court must first and foremost have regard to the well-established position that a selective reduction of share capital is legally permissible. It is significant for the purposes of proceedings emerging from proposed reduction of share capital to note what an option of reduction accompanied by a return of capital was given in the first instance to the entire body of share holders. 36. It is significant for the purposes of proceedings emerging from proposed reduction of share capital to note what an option of reduction accompanied by a return of capital was given in the first instance to the entire body of share holders. 36. In the present proceedings, as per minutes of Annual General Meeting, special resolution was passed in AGM held on 26.4.2011 and the petitioner had 10,776 share holders of whom only 27 attended the meeting despite vide circulation in the news paper regarding holding of meetings convened for reduction of capital and only 10 of the more than 10,000/- share holders of petitioner (constituting 0.1% of public share holders) have objected to the reduction and the shares held by these objecting share holders constitute only 1.76% of the share of petitioner Company held by public share holders and 0.12% of total share capital of petitioner-Company. An exist opportunity was afforded by petitioner-Co., and fully paid up equity share capital was reduced from Rs.24,47,29,170/- divided into 2,44,72,917 fully paid up equity shares of Rs.10/- each and such reduction be effected by canceling 16,35,646 fully paid up equity shares held by non-promoter members of the Company representing 6.68% of fully paid up equity share capital of the Company. It was further resolved in the AGM held on 26.4.2011 that an amount of Rs.137/- (including a premium of Rs.127/- on the face value of each equity share) for every equity share cancelled, be paid as compensation to every member of the Company whose share holding has been so cancelled. 37. In present situation, share-holding of share holders who held the least number of shares would be extinguished and their paid up share capital would be returned first as per special resolution. It would be relevant to record that despite a public notice being issued, so published in news papers, there is hardly an objector who has come to approach this Court to assail special resolution of proposed reduction of share capital of petitioner-Co. Objectors constitute only 10 of more than 10000 share holders (constituting merely 0.1% of total public share holders of petitioner-Co.). Sub-section (2) of Sec. 189 of Co. Objectors constitute only 10 of more than 10000 share holders (constituting merely 0.1% of total public share holders of petitioner-Co.). Sub-section (2) of Sec. 189 of Co. Act provides for a special resolution being mandatory where votes cast in favour of resolution by members who being entitled to so to do vote in person or proxies are not les than three times the numbers of votes cast against resolution by members so entitled and voting. The touch stone laid down by the statute is votes by persons who are entitled to vote and who in fact cast their votes at the meeting. The fact that some share holders may decide to abstain from the meeting will not dilute the efficacy of the resolution, general or special, provided the requisite statutory majority is found to exist at the conclusion of the poll. 38. In the instant case, two aspects to the proposed resolution are that (i) an affirmative or negative vote in respect of the resolution proposing reduction and (ii) an objection to giving up one's shares in the proposed reduction thereby dealing with the mechanism of the reduction. Both these facets are covered by same special resolution. Out of 10776 minority share holders of whom only 27 attended the meeting (AGM) convened for reduction of capital and only 10 of the more than 10000 share holders of petitioner-Co. have objected to the reduction of share capital and the share held by such objecting share holders constitute only 1.76% of the share of petitioner-Co. held by public share holders and 0.12% of total share capital of petitioner-Co. 39. In other words, the assumption made due to abstention in respect of persons who did not vote is only in regard to mechanism of reduction. It is not their case where the company has assumed that such persons having abstained from voting were in favour of special resolution in question that was resolved per se. This Court can further taken note of the fact that reasons for the majority or minority share holders not having any objection to the proposed reduction are obvious which cannot be ruled out by the Court that- (a) since October, 2008 when share of petitioner-Co. This Court can further taken note of the fact that reasons for the majority or minority share holders not having any objection to the proposed reduction are obvious which cannot be ruled out by the Court that- (a) since October, 2008 when share of petitioner-Co. were delisted from all stock exchanges, public share holders have been left with no venue for selling their shares and exiting from the Company, and they have no exist option rather are unable to liquidate their investment; (b) since inception, petitioner-Co. has neither declared any dividend nor made any bonus issue; and (c) since the aggregate minority shareholding is less than 10% of total share capital of petitioner-Company, several minority protection rights (following) would not be available- (i) right of share holders commence or decide on winding up; (ii) right of share holders to requisition general meetings of the Company; (iii) right of share holders to demand a poll; and (iv) right to appoint a small share holders Director, etc. Further, the investment of non-promoter share holders by and large can be taken note of judicial notice as it would be no investment providing them neither any monetary benefit nor any say in the Company, having left with option to exist from Company after taking reasonable price of the shares held by minority share holders. 40. As regards submission with respect to valuation of shares as assessed by M/s Price Water House who undertook to evaluate price of the shares of petitioner-Company, suffice it to say that M/s. Price Water House proceeded to adopt/apply DCF (discounted cash flow) method (which is mandate by Reserve Bank of India's Circular No.AP (DIR Series) Circular No.49 dt. 04.05.2010 (Pricing Guidelines) since the method of valuation (where the transfer or issue of shares involves non-Residents) should not have been followed for the Resident share holders because there are 38 non-Resident share holders while the majority are Resident share holders. However, it is also not a case of Objectors that Discounted Cash Flow method adopted by valuer (Price Water House) for determining fair price of the shares of objectors, was not permissible under the law. 41. It is trite law that discounted cash flow method and comparable Company's methodology which inter-alia includes the Price Earnings (P/E) multiple analysis for valuation of the shares, is available. 41. It is trite law that discounted cash flow method and comparable Company's methodology which inter-alia includes the Price Earnings (P/E) multiple analysis for valuation of the shares, is available. Discounted Cash Flow method having been adopted by petitioner is one duly approved by Reserve Bank of India vide its Circular dt.04.05.2011 ("Pricing Guidelines") and in absence of cogent reasons being explained to the court regarding defect, if any, in valuation of the shares made by petitioner's valuer (Price Water House) relating to the proposed reduction of capital, as held in several decisions of the Apex Court whilst approving such schemes is limited to the extent of ensuring that the scheme is not unconscionable or illegal or unfair or unjust; and merely because of determination of the share exchange ratio or the valuation being done by a different method, which might have resulted in a different method, which might have resulted in a different conclusion, it alone would not justify interference, unless found to be unfair. 42. The Division Bench of the Gujarat High Court in Kiritbhai Hiralal Patel (2001) 107 COMP CAS 232, has aptly recorded ad infra: "..... In the book Study on Share Valuation, which has been published by the Institute of Chartered Accountants of India, and on which reliance has been placed by the learned Advocate for the appellants, the following observations has been made in its foreword to the first edition.... 'The subject of valuation of shares has always been controversial in the accounting profession. No two accountants have ever agreed in the past or will every agree in the future on the valuation of shares of a company, as inevitable they involve the use of the personal judgment on which professional men will necessarily differ' ....." 43. In Sidhpur Mills Company Limited's case (AIR 1962 Gujrat 305), the Gujarat High Court observed thus : "... it is not for the court to scrutinize the scheme in the manner of 'a carping critic, a hair-splitting expert, a meticulous accountant or a fastidious counsel' for the effort is not to emphasis the loopholes, technical mistakes and the accounting errors. The perspective to be that of the ordinary shareholder exercising his discretion in a reasonable and business like manner." The principle that the Courts should not sit in judgment over the commercial wisdom of parties is a regularly acknowledged. The perspective to be that of the ordinary shareholder exercising his discretion in a reasonable and business like manner." The principle that the Courts should not sit in judgment over the commercial wisdom of parties is a regularly acknowledged. In the landmark decision in Miheer H. Mafatlal vs. Mafatlal Industries Ltd., ( AIR 1997 SC 506 ), the Apex Court stated: "The Court does not have the expertise nor the jurisdiction to delve into the deep commercial wisdom exercised by the creditors and members of the company who have ratified the scheme by the requisite majority. Consequently, the company court's jurisdiction to that extent is peripheral and supervisory and not appellate. The Court acts like an umpire in a game of cricket who has to see that both teams play their game according to the rules and do not overstep the limits. But, subject to that, how best the game is to be played is left to the players and not the umpire." 44. In Hindustan Lever Employees Union vs. Hindustan Lever Limited ( AIR 1995 SC 470 ), the Apex Court rejected the argument of the petitioner therein, that if some other method was adopted, probably the determination of valuation would have been more in favour of the shareholders. Merely because some other method of valuation could be resorted to, which would possibly be more favourable, that alone cannot militate against granting approval to the scheme propounded by the Company. The Court's obligation is to be satisfied that the valuation was in accordance with the law and it was carried out by an independent body. 45. In Re Tata Oil Mills Co. Ltd. ((1994) 81 Comp. Cases 754 (Bom)), Bombay High Court observed thus: "... the exchange ratio arrived at by Mr. Malegam has received the approval of shareholders holding more than 99 per cent (in number of value) shares at the meetings. No one except the shareholders holding the minimum percentage of shares has complained before me. The valuation has been confirmed by two eminent firms of auditors. It would be extremely difficult to hold that the same is unfair. Malegam has received the approval of shareholders holding more than 99 per cent (in number of value) shares at the meetings. No one except the shareholders holding the minimum percentage of shares has complained before me. The valuation has been confirmed by two eminent firms of auditors. It would be extremely difficult to hold that the same is unfair. In any case, it has been approved by an overwhelming majority of persons affected and there is no basis to doubt their judgment." Finally, the principle laid down in the landmark decision in Gold Coast Selection Trust Ltd. vs. Humphey (30 TC 209) must be borne in mind: "..... Valuation is an art, not an exact science. Mathematical certainty is not demanded nor indeed it is possible." 46. In the instant case, if only the non-promoter share holders' voting is taken into account, resolution of petitioner-Co. proposing the reduction of share capital is approved by an over-whelming majority of 99.96% of their share holders and the creditors have given their consent to the proposed reduction of capital and no unsecured creditor has raised any objection qua proposed reduction. Indisputably, hearing of the petition was advertised by petitioner-Co., as directed by this Court, by publication in two news papers; however, except few members that too in a meager numbers, no other person has come forward to approach this Court or raised objection to the proposed scheme. 47. The report of Price Water House clearly mentions regarding valuation made while adopting Discounted Cash Flow method and what is being proposed by Objectors based on a report of Valuer (JC Desai report), as contended by Counsel for petitioner, JC Desai report applied a premium of 20% of the value arrived at for the shares of minority share holders and that apart, reasons assigned by Valuer (JC Desai) for adding the premium are not justified since there are different facets of the valuation which exist and are acceptable and ICAI recognizes Income approach, market approach and net asset approach. At the same time valuation made by M/s. Price Water House has adopted Discounted Cash flow method which is one of the recognized valuation methods under Income approach, of which resultant price ranged in between Rs.132 and Rs.137/-. At the same time valuation made by M/s. Price Water House has adopted Discounted Cash flow method which is one of the recognized valuation methods under Income approach, of which resultant price ranged in between Rs.132 and Rs.137/-. It has also been pointed out that method adopted by JC Desai in his valuation report is not necessarily inaccurate, the data and the values used are not appropriate as is required for the proposed reduction of capital and if the figures, data and values are not accurately given out, it will certainly be faulty. 48. It has been further pointed out that Objectors have arrived at the valuation based on a average of (a) Discounted Cash Flow (DCF) (accepted the price arrived by Price Water House) and (b) earnings based value. Since the Objectors have accepted the value as per DCF method i.e. Rs.137/- per share, there remains no further debate and the basic flaw according to petitioner in JC Desai's report is that rationale and basis for applying the weights is not provided and is not based on sound or recognized accounting principles and that apart, future profits are based on four year projections 2011, 2012, 2013 and 2014). JC Desai (Valuer) has attributed a weight of 1, 2, 3 & 4 respectively to each year and has given maximum weightage of 2014, which being the furtherest year, no rationale has been provided for the application of the weights. 49. The petitioner has tried to convince this Court that the value based on the report of JC Desai, in the light of what has been laid down by Apex Court (supra) unless Objectors or the Court comes to conclusion or in the absence of accepted method of Discounted Cash Flow (DCF) having been adopted by Valuer (price Water House) being not confronted with mandate of law, or was impermissible or absurd; or in absence of inherent defects or other vitiating factors in the valuation got done by management of petitioner-Company, it is not permissible for the court to suspect correctness or bonafides of those reports merely because of subsequent valuation reports which the Objectors produced in course of hearing. 50. 50. As taken note of the principle of law (quoted supra), the valuation is an Art, not an exact science and merely because determination by Share Exchange or the valuation is done by methodology which is not acceptable to the Objectors, resulting in different conclusion, it would not justify any interference unless found it to be unfair or inequitable. 51. Taking note of what has been laid down by Apex Court (supra), in the opinion of this Court, where exchange ratio determined by Price Water House has received approval of share holders holding more than 99 percent (in number and value) shares at the meetings and there are only few Objectors holding minimum percentage of shares who have complained of the proposed reduction, inasmuch as the valuation has been confirmed by the expert valuer, it would be extremely difficult to hold that such a valuation is unfair. Once it is approved by over-whelming majority of share-holders, there would be no basis to doubt their verdict. 52. As regards objection raised in relation to Sec. 77A of Co. Act, which enable the Company to buy back its shares without approaching the Court u/Ss. 101 to 105 of Co. Act; in fact the provisions of Ss. 77A and 100 of Co. Act operate in different fields. The Bombay High Court in The Securities & Exchange Board of India vs. Sterlite Industries (India) Ltd. (2003 Vol. 113 Co. Cases 273-Bom.) has held ad infra: "The submission of the appellants that the non-obstante clause in Section 77A gives precedence to that section over the provisions of Sections 100-104. Section 391 is misconceived. The non-obstante clause in Section 77A namely "notwithstanding anything contained in this Act..." only mean that notwithstanding the provisions of Section 77 and Sections 100-104, the company can buy back its shares subject to compliance with the conditions mentioned in that section without approaching the court under Sections 100-104 or Section 391. There is nothing in the provision of Section 77A to indicate that the jurisdiction of the court under Section 391 or 394 has been taken away or substituted. It is well settled that the exclusion of the jurisdiction of the Court should not readily be inferred, such exclusion should be explicitly or clearly implied. There is nothing in the language of Section 77 that gives rise to such an inference. It is well settled that the exclusion of the jurisdiction of the Court should not readily be inferred, such exclusion should be explicitly or clearly implied. There is nothing in the language of Section 77 that gives rise to such an inference. We are, therefore, inclined to hold that Section 77A is merely an enabling provision and Court's powers under Sections 100-104 and Section 391 are not in any way affected. The conditions provided in Section 77A are applicable only to buy-back of shares under Section 77A. The conditions applicable to Sections 100-104 and Section 391 cannot be imported into or made applicable to a buy-back under Section 77A. Similarly, the conditions for a buy-back under Section 77A cannot be applied to a scheme under Sections 100-104 and Section 391. The two operate in independent fields." 53. The Andhra Pradesh High Court in Re: T.C.I. Industries Ltd. (2004) 188 Co. Case 373 (AP) has also held ad infra: "14. Be it noted that Sections 391 and 77A of the Act are independent of each other. Section 77A of the Act, which was incorporated by reason of the Companies (Amendment) Act, 1999, and which came into effect from January 31, 1999, was not given any overriding effect over the provisions of Sections 391 and 394 of the Act. The said provision is merely an enabling provision, providing for alternative mode by which the company can buy back its shares up to a certain percentage.." xxx xxx xxx xxx 19. In the instant case, as already noted supra, the proposed scheme of arrangement, was unanimously approved by 100 per cent, vote, and there was not even a single vote, which was polled against the proposed scheme of arrangement. This apart, the petitioner had made provision for depositing a sum of Rs. 45 lakhs and earmarked a sum of Rs. 6.50 crores, for meeting the payment needs of the shares, which may be cancelled. When the shareholders, in their wisdom, thought that the proposed scheme of arrangement, is fair and reasonable for them and that it had safeguarded their interest, it is not for this court to go into the pros and cons thereof and balance them. 6.50 crores, for meeting the payment needs of the shares, which may be cancelled. When the shareholders, in their wisdom, thought that the proposed scheme of arrangement, is fair and reasonable for them and that it had safeguarded their interest, it is not for this court to go into the pros and cons thereof and balance them. Suffice it to say that the proposed scheme of arrangement, having been approved by 100 per cent, vote, and there being no resistance from any of the shareholders or persons interested in the affairs of the company, this court has no other alternative except to approve the proposed scheme of arrangement, as approved by the shareholders of the company." Taking note of aforesaid dicta, it is precise to say that the conditions precedent in S. 77A(5) of Co. Act are applicable only to buy back of shares u/S. 77A of the Act and resultantly, S.77A(5) of Co. Act does not apply to a Scheme of Reduction of capital u/S. 100 to 104 of Co. Act, as the two operate in entirely different areas. 54. Resultantly, this Court comes to the conclusion that taking note of the aforesaid dicta as well as the fact that reduction of share capital being a commercial and business verdict, having been approved by 99.96% of total votes polled in favour of the proposed reduction whereas only 00.40% of votes polled against such reduction while opposing the new purchase price of Rs.137/- per share, there is no valid reason for this Court for not accepting the proposed scheme of reduction of share capital of petitioner-Company. 55. Accordingly, Company Petitioner No.9/2011 is allowed. Special Resolution dated 26.4.2011 and the Form of Minutes proposed at Ann.G to be registered u/S. 103(1)(b) of Companies Act for reduction of paid up equity share capital of petitioner-Company are approved. 56. A copy of the approved minutes be filled with the Registrar of Companies within six weeks. Notice of registration of this order and the minutes approved by the Registrar of Companies be published as provided under the law. 57. Accordingly, Company Application No. 27/2012 filed by Objectors (Ilaben Radhir Patel & Randhir Patel) stands disposed of.