9911796707
TMI Blog1999 (8) TMI 735X X X X Extracts X X X X X X X X Extracts X X X X ..... E), (Transferor Company No. 3) and Hindustan Coca-Cola Bottling SouthWest (P.) Ltd. (HCCSW) (Transferee Company). 2. It is incorporated in the petition that the petitioner company is presently engaged in the operations relating to the preparation, packaging, sale and distribution of non-alcoholic beverages. The main objects of the peti-tioner company have been set out in the memorandum and article of association. The transferor companies 1 to 3 are also engaged in the similar operations. 3. It is incorporated in the petition that the present scheme of arrangement/amalgamation is primarily with a view to consolidate the undertakings of the transferor companies 1 to 3 and the undertaking of transferee company by the merger and amalgam ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reparation, packaging etc. of non-alcoholic beverages resulting in a cohesive structure and management. ( f )The transfer and vesting of the transferred undertakings of the transferor companies No. 1 to 3 into the transferee company will substantially reduce duplication of administrative responsibility and multiplicity of records and legal compliances. 5. Company applications 236 to 239 were filed in this Court. On 23-2-1999, the Court ordered the convening of meetings of the unsecured creditors on 10-4-1999. The Court noted that 100 per cent of the shareholders had consented to the scheme. There were no secured creditors in any of the four companies. The Scheme was unanimously sanctioned in the meeting of the unsecured creditors pres ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pital. 7. It may be pertinent to mention that during the course of hearing of this petition, the learned counsel appearing for the petitioner S.S. Shroff has undertaken to file an affidavit on behalf of the petitioner and consequently an affidavit of Mr. Mukesh Bhavnani, authorised signatory, on behalf of the petitioner company was filed on 4-8-1999. The relevant portion of the affidavit reads as under : "On behalf of the transferee company, I state that upon the sanction of the Scheme of Arrangement in its entirety, in accordance with the provisions of Part IV para 4, the Transferee company shall submit the necessary form to the Registrar of Companies, Delhi for increase of the Authorised Capital of the Transferee Company as is incre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have taken an informed decision about the usefulness and propriety of the scheme by supporting it by the requisite majority vote that has to be kept in view by the Court. The Court certainly would not act as a Court of appeal and sit in judgment over the informed view of the concerned parties to the compromise, as the same would be in the realm of corporate and commercial wisdom of the concerned parties. The Court has neither the expertise nor the jurisdiction to delve deep into the 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0 days from the date of this order (as amended). 14. The transferor companies shall stand dissolved from the effective date, without the process of winding up. The statement of assets be filed within ten days. 15. The petitioner is also permitted to file only a consolidated balance sheet of the merged companies, i.e. , the consolidated balance sheets of Hindustan Coca-Cola Bottling South West P. Ltd. (transferee company) for the accounting years from the appointed date onwards be filed within thirty days of filing of the certified copy of the sanctioned order as amended with the ROC, Delhi. 16. A formal order shall be drawn up by the registry in accordance with law. 17. The petition is accordingly disposed of. - - TaxTMI ..... X X X X Extracts X X X X X X X X Extracts X X X X
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