ORDER H.N. Nagamohan Das, J.— The petitioner has filed this petition under Section 391 and 394 of the Companies Act, 1956, for sanction of compromise or arrangement whereby all the members, unsecured, secured and preferential creditors of the respondent - Company will be benefited. 2. Petitioner - company was incorporated under the provisions of the Companies Act, 1956 (for short 'the Act'). One of the objects of the petitioner - company is to take over the assets and liabilities of the respondent - company. 3. One of the objectors - M/s. Karnataka Food and Civil Supplies Corporation Limited filed Co. P. No. 82/1989 against the respondent - company for winding up under Section 433 (e) and (f) of the Act. During the pendency of Co.P. No. 82/1989, the Board for Industrial and Financial Reconstruction (for short 'the BIFR'), in case No. 127/1988, by its order dated 2.1.1996 under Section 20(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 recommended winding up of respondent - Company. Consequently this Court vide order dated 31.10.1996 allowed Co.P. No. 82/1989 and ordered to wind up the respondent - company. The Official Liquidator attached to this Court had now taken over the assets and liabilities of the respondent - company (in liquidation). 4. Petitioner - company filed C.A. No. 1357/2000 seeking permission of this Court to hold meetings of members, unsecured creditors and scoured creditors. This Court vide order dated 14.10.2003 allowed the petitioner - company to hold separate meetings of shareholders, secured creditors and unsecured creditors. Accordingly, the meetings were held and the Chairman of the meetings had filed a report on 02.01.2004. The present petition is filed seeking sanction of the compromise or arrangement scheme so as to bind all the members, secured and unsecured creditors of the respondent - company (in liquidation). This Court vide order dated 25.03.2004 admitted the petition, directed the petitioner - company to take out paper publication and directed to issue notice to the Regional Director and also the Official Liquidator. The Regional Director, the Official Liquidator, the secured creditor, workmen and others have filed their objections opposing the revival scheme of the respondent - company. 5. Heard arguments on both the side and perused the entire petition papers. 6. It is necessary at this stage to notice the law laid down by the Supreme Court in the case of Miheer H. Mafatlal Vs. 5. Heard arguments on both the side and perused the entire petition papers. 6. It is necessary at this stage to notice the law laid down by the Supreme Court in the case of Miheer H. Mafatlal Vs. Mafatlal Industries Ltd., (1996) 7 AD SC 260 held as under: 28. ... The aforesaid provisions of the Act show that compromise or arrangement can be proposed between a company and its creditors or any class of them, or between a company and its members or any class of them. Such a compromise would also take in its sweep any scheme of amalgamation/merger of one company with another. When such a scheme is put forward by a company for the sanction of the Court in the first instance the Court has to direct holding of meetings of creditors or class of creditors, or members or class of members who are concerned with such a scheme and once the majority in number representing three-fourths in value of creditors or class of creditors, or members or class of members, as the case may be, present or voting either in person or by proxy at such a meeting accord their approval to any compromise or arrangement thus put to vote and once such compromise is sanctioned by the Court, it would be binding to all creditors or class of creditors, or members or class of members, as the case may be, which would also necessarily mean that even to dissenting creditors or class of creditors or dissenting members or class of members such sanctioned scheme would remain binding. Before sanctioning such a scheme even though approved by a majority of the concerned creditors or members the court has to be satisfied that the company or any other person moving such an application for sanction under Sub-section (2) of Section 391 has disclosed all the relevant matters mentioned in the proviso to Sub-section (2) of that Section. So far as the meetings of the creditors or members, or their respective classes for whom the Scheme is proposed are concerned, it is enjoined by Section 391(1)(a) that the requisite information as contemplated by the said provision is also required to be placed for consideration of the concerned voters so that the parties concerned before whom the scheme is placed for voting can take an informed and objective decision whether to vote for the scheme or against it. On a conjoint reading of the relevant provisions of Sections 391 and 393 it becomes at once clear that the Company Court which is called upon to sanction such a scheme has not merely to go by the ipse dixit of the majority of the shareholders or creditors or their respective classes who might have voted in favour of the scheme by requisite majority but the Court has to consider the pros and cons of the scheme with a view to finding out whether the scheme is fair, just and reasonable and is not contrary to any provisions of law and it does not violate any public policy. This is implicit in the very concept of compromise or arrangement which is required to receive the imprimatur of a Court of law. No Court of law would ever countenance any scheme of compromise or arrangement arrived at between the parties and which might be supported by the requisite majority if the Court finds that it is an unconscionable or an illegal scheme or is otherwise unfair or unjust to the class of shareholders or creditors for whom it is meant. Consequently it cannot be said that a Company Court before whom an application is moved for sanctioning such a scheme which might have got the requisite majority support of the creditors or members or any class of them for whom the scheme is mooted by the concerned company, has to act merely as a rubber stamp and must almost automatically put its seal of approval on such a scheme. It is trite to say that once the scheme gets sanctioned by the Court it would bind even the dissenting minority shareholders or creditors. Therefore, the fairness of the scheme qua them also has to be kept in view by the Company Court while putting its seal of approval on the concerned scheme placed for its sanction. It is trite to say that once the scheme gets sanctioned by the Court it would bind even the dissenting minority shareholders or creditors. Therefore, the fairness of the scheme qua them also has to be kept in view by the Company Court while putting its seal of approval on the concerned scheme placed for its sanction. It is, of course, true that so far as the Company Court is concerned as per the statutory provisions of Sections 391 and 393 of the Act the question of voidability of the scheme will have to be judged subject to the rider that a scheme sanctioned by majority will remain binding to a dissenting minority of creditors or members, as the case may be, even though they have not consented to such a scheme and to that extent absence of their consent will have no effect on the scheme. It car. be postulated that even in case of such a Scheme of Compromise and Arrangement put up for sanction of a Company Court it will have to be seen whether the proposed scheme is lawful and just and fair to the whole class of creditors or members including the dissenting minority to whom it is offered for approval and which has been approved by such class of persons with requisite majority vote. 28-A. However further question remains whether the Court has jurisdiction like an appellate authority to minutely scrutinise the scheme and to arrive at an independent conclusion whether the scheme should be permitted to go through or not when the majority of the creditors or members of their respective classes have approved the scheme as required by Section 391 Sub-section (2). On this aspect the nature of compromise or arrangement between the company and the creditors and members has to be kept in view. It is the commercial wisdom of the parties to the scheme who 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 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 umpire in accordance with law game of cricket who has to see that both the 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.... 7. Keeping the law laid down by the Supreme Court in the aforesaid decision, it is necessary to examine the fact situation in the present case. It is not in dispute that this Court vide order dated 14.10.2003 in C.A. No. 1357/2000 directed to hold separate meetings of the members, secured creditor and unsecured creditors. In this application, C.A. No. 1357/2000, it is stated that there is only one secured creditor, that is, State Bank of Mysore. A perusal of the report of the Chairman dated 02.01.2004 specifies that a separate meeting of secured creditor, that is, State Bank of Mysore was not held. On the other hand a joint meeting of the secured creditor -State Bank of Mysore and the preferential creditors, that is, the workmen was held on 15.12.2003. In this meeting the secured creditor- the State Bank of Mysore participated and objected for the proposed revival scheme. Firstly the meeting was in contravention of the directions issued by this Court in C.A. No. 1357/2000; secondly the sole secured creditor - State Bank of Mysore opposed the revival scheme. This amounts to 100% opposition to the revival scheme by the class of secured creditor. Therefore the scheme of amalgamation proposed by the petitioner - company cannot be sanctioned by this Court. 8. As per the report of the Chairman, the workmen of the respondent - company (in liquidation) stated that they have no objection for the revival of the scheme of the respondent - company. Therefore the scheme of amalgamation proposed by the petitioner - company cannot be sanctioned by this Court. 8. As per the report of the Chairman, the workmen of the respondent - company (in liquidation) stated that they have no objection for the revival of the scheme of the respondent - company. Now the workmen have entered appearance before this Court as objectors and filed objections opposing the revival scheme. In the objections filed by the workmen it is stated that by false promise their signatures were obtained for the revival scheme. It is further contended that the petitioner - company is a sister concern of the respondent - company (in liquidation). The Directors in the petitioner - company and the respondent - company are family members. The intention of filing this petition under the guise of revival scheme is only to delay the dues payable to the workers. It is stated that the respondent - company (in liquidation) are liable to pay a sum of Rs. 5.00 crores and more to the workers on account of Provident Fund, Gratuity and Lay-off Compensation. 9. I perused the revival scheme placed by petitioner -company. In the revival scheme it is not specified as to how the funds will be mobilised for discharge of the existing liabilities to the workmen, secured creditor and unsecured creditors. Except asserting that within three months to one year the liabilities will be cleared, no further details are forthcoming in the revival scheme. Thus, the revival scheme do not address the important issue relating to discharge of existing liabilities. 10. In the revival scheme it is stated that petitioner -company's associate companies by name Amalgamated Holdings Private Limited and Candy Holdings Private Company would extend financial support to clear the claims of creditors. But the balance sheets and the present financial position of these associated companies are not placed before the Court. 11. In the proposed scheme it is specified that the petitioner require Rs. 10,100 crores for revival of the respondent company in liquidation. Further the scheme specifies that a sum of Rs. 500 crores will be mobilised from promoters equity, Rs. 8000 crores from sugar development fund loan and Rs. 1600 crores by way of subsidy. Learned Counsel for the petitioner fairly submitted that as on now the sugar development fund loan to an extent of Rs. 8000 crores is not available. Further the scheme specifies that a sum of Rs. 500 crores will be mobilised from promoters equity, Rs. 8000 crores from sugar development fund loan and Rs. 1600 crores by way of subsidy. Learned Counsel for the petitioner fairly submitted that as on now the sugar development fund loan to an extent of Rs. 8000 crores is not available. No material is placed as to how the petitioner will mobilise the subsidy to an extent of Rs. 1600 crores. Thus on the face of it the petitioner company is not able to mobilise a sum of Rs. 9600 crores as against the total requirement of Rs. 10,100 crores. On the face of it, the proposed scheme is not viable, practicable and the same is not in the interest of the members, secured creditors and unsecured creditors of the respondent company in liquidation. 12. For the reasons stated above, the petition is hereby dismissed.