BUSINESS ENVIRONMENT AND LAW PROJECT REPORT
COCA COLA COMPANY LtD. ( COKE vs BISLERI)
SUBMITTED TOProf. Monica Suri
SUBMITTED BYSana Ausaf
(09) Krishna Nath Natalia Mukherjee Sarita shukla Garima Gupta Preeti Chetri Shashwat Singh
(36) (26) (34) (32) (54) (38)
MBA-HR
Amity Business School, noida INDEX
Topics Page no.
Acknowledgement
2
Contract Act 3-7 Intellectual property Rights
8-7
Company history of Coca cola
13-14
Annual Report of Coca cola
15 – 18
Balance Sheet 19- 21 Company profile- Bisleri
22
CASE- Coke vs Bisleri –Facts of the case
23
Judgement of the case -25
24
Analysis of the case from Academic part
26
Learnings 27
ACKNOWLEGDEMENT
We would like to express our gratitude to all those who gave us the possibility to complete this project. We are indebted to Dr. Sanjay Srivastava (Additional D irector General) for giving us permission to commence this project work in the f irst instance and to do the necessary research work.
We are extremely grateful to our supervisor Prof.Monica Suri our business enviro nment and law faculty of Amity Business School, Uttar Pradesh whose help, stimul ating suggestions and encouragement helped us in this project.
WHAT IS A CONTRACT? The law of contract is the foundation upon which the superstructure of modern bu siness is built. It is common that in every business transactions quite often pr omises are made out at one time and the performance follows later. In such a cas e if either of the parties were free to go back on its promise without incurrin g any liability, there would be endless complications. Hence the law of contract was enacted which lays down the legal rules relating to promises, their formati on and their performance. The law of contract is applicable not only to business but also to others. It furnishes the basis for the other branches of mercantile law. DEFINITION OF CONTRACT: According to section 2(h) of the Indian Contract Act, 1872 , “every agreement an d promise enforceable at law is a contract.” So a contract is an agreement, enforceable by law, made between at least two par ties by which rights are acquired by one and obligations are created on the part of another. If the party, who has agreed to do something, fails to do that, the n the other party has a remedy. Example: Mr. X promises to deliver Mr.Y goods of value Rs.10,000 by 15th of next month. I ncase Mr. X fails to fulfill his promise, Y has a remedy for it.
ESSENTIAL ELEMENTS OF CONTRACT: 1.Offer The offer has to express the willingness of a party to enter a bargain or a cont ract. The offer usually has a date until it is valid. However, if the date is no t present, then it is valid until accepted or rejected. Once rejected, the offer is not valid any more. So if a party offers a house for sale and another party rejects the offer because the price seems too high, then the seller has the righ t to refuse to sell the house at the given price if the buyer changes his mind a nd calls back to negotiate. Whether a statement is an offer or not, when considered in the court several poi nts are important: If the offer points any quantity, price, place of delivery, o r other specifications concerning the stock for sale (like quality and measures)
. The general rule is that it must be a reasonable under the circumstances. For example if a merchant offers pipes for sale and in Craigslist there is an of fer stating "Pipes for sale. 24-36 gauge, $3.60 per foot, it will be considered an offer although the quantity is not mentioned. The statement "I am selling pip es" with a phone number will not be considered an offer. If the offer is accepted and a partial payment is made, then both of the parties are obliged to follow through the agreement. The offer may or may not be in wri ting. A contract may or may not be in writing also. However, the terms are more difficult to argue when in writing. Offers for goods that cost more than $500, real estate offers, and transactions that can not be completed in one year by law have to be in writing. That is acco rding to statute of frauds. If an offer is accepted with some changes then the original offer is terminated and the new offer is valid. It is called counteroffer and the first offerer may or may not accept it. An offer becomes irrevocable when the side accepting the offer performs his obli gations
When the offerer is paid to keep the offer open for certain time and when there is a firm offer under sec. 2-205 of the Uniform Commercial Code. This kind of of fer can only stay open 90 days. It does not need consideration. It must be in wr iting. 2. Acceptance When a buyer accepts the offer, keeps the goods or fails to reject them in a lim ited time, then the offer is considered accepted. There are three types of accep tance: -Conditional acceptance- When a contract is made under certain conditions. This kind of acceptance usually counts as counteroffer and is valid only if the other side agrees. Conditional acceptance is also when a side agrees to pay after goo d is delivered on certain date at certain location -Expressed acceptance- this kind of acceptance is a direct acceptance of the off er, without any changes or additions. -Implied acceptance- An implied acceptance is when the party implies with conduc t that he accepts the offer. If a cosmetic product is sent to a customer and the customer fails to return it in the period he agreed to return it if he does not like it, he actually accepts the product and is obligated to pay it. There are many firms operating on this principals and even insurance companies a re making money on the fact that the customers forget to cancel the offer on tim e. 3. Consideration Consideration is when a party agrees to the terms of a contract. In the past sha king hands was the expression of consideration. This is so called "closure" of a contract. In our complicated times when there are many different contracts cons ideration may have a very different expression. For example when there is a cont ract between two parties that the first one will get paid after he builds a hous e on certain location for certain time. If the party does build a house on the l ocation for the time in the contract, it is expressing a consideration in action . Consideration may be a promise to do something or to refrain from doing someth ing. Consideration must have a value that can be objectively determined. For example the marriage binding promise to love someone is not a consideration. A person ca n not be charged in court for not keeping this promise because "love "is a very stretchable notion. It is not enforceable because love is subjective by nature. From another point of view when there is a contract that is unilateral or paymen t is supposed to come after one party is fulfilled their promise, there are many things that may go wrong. For example, when a party promises to build a house o
n certain location, for certain time in exchange for a payment at the certain da te when the project will be finished. Let's say that the payer does not like the quality of the house or on the date when the house is supposed to be finished, it is not. Those cases fill the courts and make the judges worth their money. In a case like this the reasonable expectations are considered in order to take a fair decision.
4. Capacity of parties The parties to an agreement must be competent to contract, otherwise it cannot b e enforced in the court of law. In order to be competent the parties must attain the age of majority, be of sound mind and not be disqualified from contracting under any law to which they are subject. If any of the parties to the agreement suffers from minority, lunacy, drunkness or any other problem, the agreement bec omes null and void. 5. Free Consent Free consent is another major element of a contract. Consent means the parties m ust have agreed upon the same thing in the same sense. There should be no acts o f coercion, fraud, misrepresentation, mistake, undue influence. If the contract is initiated by means of any of the factors it would be voidable. 6. Lawful object For formation of a contract it is also necessary that the parties to a contract must agree for a lawful object. The object for which the agreement has been ente red into must not be fraudulent or illegal or immoral or opposed to public polic y or must not imply injury to any person or property of another. If the contract lacks a lawful object it is considered void. If a landlord lent’s his house to a smuggler for smuggling, he cannot receive an y unpaid rent through court of law.
7. Writing and registration As per the Indian Contract Act , a contract must be oral or in writing. But ertain special cases it lays down that for an agreement to be valid it must n the written form. For example it requires that an agreement to pay a time ed debt must be in writing. Even when some property is transferred out of sheer love and affection must n writing and registered to make it enforceable.
in c be i barr be i
8. Certainty An agreement that is not certain or the performance of which is not certain is declared void by law. In order to give rise to a valid contract the terms of it must not be vague or uncertain. It must be possible to ascertain the meaning of the agreement , for otherwise, it cannot be enforced. X agrees to sell Y 1200tonnes of oil, but since what kind of oil is not mentione d, the agreement is void. 9. Possibility of performance An agreement to do an act impossible in itself is void. If the act is impossible in itself, physically or legally, the agreement cannot be enforced at law. A agrees with B to discover treasure by magic. The agreement is not enforceable. 10. Not expressly declared void The agreement must not have been expressly declared to be void under the act. Ce rtain types of agreements are there which have been expressly declared as void. For example, an agreement in restraint of marriage, trade, by way of wager have been expressly declared void under Section 26, 27 and 30 respectively.
INTELLECTUAL PROPERTY RIGHTS
Intellectual Property Rights (Imported Goods) Enforcement Rules, 2007 G.S.R. 331(E) - In exercise of the powers conferred by sub-section (1) of sectio n 156 of the Customs Act, 1962 (52 of 1962), read with clauses (n) and (u) of su b- section (2) of section 11 of the said Act, the Central Government hereby make s the following rules, namely:. 1 . Short title, commencement and application.- (i) These may be called the Inte llectual Property Rights (Imported Goods) Enforcement Rules, 2007. (ii) They shall come into force on the date of their publication in the Official Gazette. (iii) They shall apply to imported goods. 2 . Definitions.- (a) "goods infringing intellectual property rights" means any goods which are made, reproduced, put into circulation or otherwise used in brea ch of the intellectual property laws in India or outside India and without the c onsent of the right holder or a person duly authorized to do so by the right hol der; (b) "intellectual property" means a copyright as defined in the Copyright Act, 1 957, trade mark as defined in the Trade Marks Act,1999, patent as defined in the Patents Act, 1970, design as defined in the Designs Act, 2000 and geographical indications as defined in the Geographical Indications of Goods (Registration an d Protection) Act, 1999; (c) "Intellectual property law" means the Copyright Act, 1957, the Trade Marks A ct, 1999, the Patents Act, 1970, the Designs Act, 2000 or the Geographical Indic ations of Goods (Registration and Protection) Act, 1999; (d) "right holder" means a natural person or a legal entity, which according to the laws in force is to be regarded as the owner of protected intellectual prope rty right, its successors in title, or its duly authorized exclusive licensee as well as an individual, a corporation or an association authorized by any of the aforesaid persons to protect its rights. 3 . Notice by the right holder.- (1) A right holder may give notice in writing t o the Commissioner of Customs or any Customs officer authorised in this behalf b y the Commissioner, at the port of import of goods infringing intellectual prope rty rights in accordance with the procedures and under the conditions as set out in these Rules, requesting for suspension of clearance of goods suspected to be infringing intellectual property right. (2) The notice in respect of goods infringing intellectual property rights shall be given in the format prescribed in the Annexure to these Rules. (3) Every such notice shall be accompanied by a document as specified by the Com missioner, evidencing payment of application fee of Rs. 2000 (two thousand rupee s only). (4) If any of the information as required in the format under sub-rule (2) is no
t provided, the Deputy Commissioner of Customs or Assistant Commissioner of Cust oms may, as the case may be, ask the right holder or his authorised representati ve to provide the same within 15 days, which may be extended on sufficient reaso ns being shown. (5) The right holder shall inform customs authority when his intellectual proper ty ceases to be valid or if he ceases to be the owner of such intellectual prope rty right 4 . Registration of notice by the Commissioner.- (1) Within 30 working days from the date of receipt of the notice under sub-rule (1) of Rule 3, or from the dat e of expiry of the extended time as contemplated in sub-rule (4) of Rule3, as th e case may be, the Commissioner shall notify the applicant whether the notice ha s been registered or rejected. (2) In a case where the notice has been registered, the Commissioner shall indic ate the validity period of the registration during which assistance by Customs s hall be rendered. The minimum validity period shall be one year unless the notic ee or right holder requests for a shorter period for customs assistance or actio n. (3) The Commissioner granting the registration of the notice under sub-rule (2) shall inform, immediately through a letter by speed post or through electronic m ode, all Custom offices covered by the notice of the details of the notice. 5 . Conditions for registration.- The grant of registration under rule 4 shall b e subject to following conditions, namely: (a) the right holder or his authorised representative shall execute a bond with the Commissioner of Customs for such amount with such surety and security as dee med appropriate by the Commissioner, undertaking to protect the importer, consig nee and the owner of the goods and the competent authorities against all liabili ties and to bear the costs towards destruction, demurrage and detention charges incurred till the time of destruction or disposal, as the case may be; (b) the right holder shall execute an indemnity bond with the Commissioner of Cu stoms indemnifying the Customs authorities against all liabilities and expenses on account of suspension of the release of allegedly infringing goods. 6 . Prohibition for import of goods infringing intellectual property rights.- Af ter the grant of the registration of the notice by the Commissioner on due exami nation, the import of allegedly infringing goods into India shall be deemed as p rohibited within the meaning of Section 11 of the Customs Act, 1962. 7 . Suspension of clearance of imported goods.- (1)(a) Where the Deputy Commissi oner of Customs or Assistant Commissioner of Customs, as the case may be, based on the notice given by the right holder has a reason to believe that the importe d goods are suspected to be goods infringing intellectual property rights, he sh all suspend the clearance of the goods. (b) The Deputy Commissioner of Customs or Assistant Commissioner of Customs, as the case may be, may, on his own initiative, suspend the clearance of goods, in respect of which he has prima-facie evidence or reasonable grounds to believe th at the imported goods are goods infringing intellectual property rights. (2) The Deputy Commissioner of Customs or Assistant Commissioner of Customs, as the case may be, shall immediately inform the importer and the right holder or t heir respective authorised representatives through a letter issued by speed post or through electronic mode of the suspension of clearance of the goods and shal l state the reasons for such suspension.
(3) Where clearance of the goods suspected to be infringing intellectual propert y has been suspended and the right holder or his authorised representative does not join the proceedings within a period of ten working days from the date of su spension of clearance leading to a decision on the merits of the case, the goods shall be released provided that all other conditions of import of such goods un der the Customs Act, 1962, have been complied with: Provided that the above time-limit of ten working days may be extended by anothe r ten days in appropriate cases by the Commissioner or an officer authorized by him in this behalf. (4) Where the Deputy Commissioner of Customs or Assistant Commissioner of Custom s, as the case may be, has suspended clearance of goods on his own initiative an d right holder does not give notice under rule 3 of the Rules or does not fulfil l the obligation under Rule 5, within five days from the date of suspension of c learance, the goods shall be released provided that all other conditions of impo rt of such goods under the Customs Act, 1962, have been complied with. (5) Where the clearance of goods has been suspended, customs may, where it acts on its own initiative, seek from the right holder any information or assistance, including technical expertise and facilities for the purpose of determining whe ther the suspect goods are counterfeit or pirated or otherwise infringe an intel lectual property right. (6) Where the Deputy Commissioner of Customs or Assistant Commissioner of Custom s, as the case may be, has suspended clearance of goods on his own initiative an d right holder has given notice under rule 3 of the Rules and fulfilled the obli gations under Rule 5, but, the right holder or his authorised representative doe s not join the proceedings within a period of ten working days from the date of suspension of clearance leading to a decision on the merits of the case, the goo ds shall be released provided that all other conditions of their import under th e Customs Act, 1962, have been complied with: Provided that the above time- limit of ten working days may be extended by anoth er ten working days in appropriate cases by the Commissioner or an officer autho rized by him in this behalf. (7) In the case of perishable goods suspected of infringing intellectual propert y rights, the period of suspension of release shall be three working days, which may be extended by another four days subject to the satisfaction of the Commiss ioner or the officer authorized by him in this behalf that such extension shall not affect the goods. (8) Notwithstanding anything contained in these Rules, in the case of suspension of clearance of perishable goods on the basis of notice of the right holder or his authorized representative, the right holder or his authorized representative shall join the proceedings as required under these Rules within three working d ays or the extended period as provided in sub-rule (7) and in case of suspension of clearance of perishable good by the Deputy Commissioner of Customs or Assist ant Commissioner of Customs, as the case may be, on his own initiative, the righ t holder shall give notice, execute a bond and join the proceedings as required under these Rules within three working days or the extended period as provided i n sub-rule (7) , as the case may be, failing which the goods shall be released. (9) If within ten working days or the extended period under sub-rule (6), as the case may be, and within three working days or the extended period as provided i n sub-rule (7) of this rule in the case of perishable goods, the right-holder or his authorized representative joins the proceedings, the Deputy Commissioner of Customs or Assistant Commissioner of Customs, as the case may be, having reason
s to believe that the goods are goods infringing intellectual property rights an d liable to confiscation under section 111 (d) of the Customs Act, may seize the same under section 110 of the Customs Act. 8 . Examination of goods by right holder.- The Commissioner or the officer duly authorized in this behalf shall allow a right holder and the importer or their d uly authorized representatives to examine the goods, the clearance of which has been suspended, and may provide representative samples for examination, testing and analysis to assist in determining whether the goods are pirated, counterfeit or otherwise infringe an intellectual property right, without prejudice to the protection of confidential information. 9 . Supply of information to the right holder.- At the request of the right hold er, the Deputy Commissioner of Customs or Assistant Commissioner of Customs, as the case may be, shall inform the name and address of the importer and without p rejudice to the protection of confidential information the Deputy Commissioner o f Customs or Assistant Commissioner of Customs, as the case may be, may also pro vide additional relevant information relating to the consignment which has been suspended from clearance. 10 . Supply of information to the importer.- At the request of the importer or h is duly authorized representative, Deputy Commissioner of Customs or Assistant C ommissioner of Customs, as the case may be, shall inform the name and address of the right holder and without prejudice to the protection of confidential inform ation the Deputy Commissioner of Customs or Assistant Commissioner of Customs, a s the case may be, may also provide additional relevant information relating to the consignment which has been suspended from clearance. 11 . Disposal of infringing goods.- (1) Where upon determination by the Deputy C ommissioner of Customs or Assistant Commissioner of Customs, as the case may be, it is found that the goods detained or seized have infringed intellectual prope rty rights, and have been confiscated under section 111(d) of the Customs Act, 1 962 and no legal proceedings are pending in relation to such determination, the Deputy Commissioner of Customs or Assistant Commissioner of Customs, as the case may be, shall, destroy the goods under official supervision or dispose them out side the normal channels of commerce after obtaining no objection or concurren ce of the right holder or his authorized representative: Provided that if the right holder or his authorized representative does not oppo se or react to the mode of disposal as proposed by the Deputy Commissioner of Cu stoms or Assistant Commissioner of Customs, as the case may be, within twenty wo rking days after having been informed, or within such extended period as may hav e been granted by the Commissioner at the request of the right holder, not excee ding another twenty working days, he shall be deemed to have concurred with the mode of disposal as proposed by the Deputy Commissioner of Customs or Assistant Commissioner of Customs , as the case may be: Provided further that the costs toward destruction, demurrage and detention char ges incurred till the time of destruction or disposal, as the case may be, shall be borne by the right holder. (2) There shall not be allowed the re-exportation of the goods infringing intell ectual property rights in an unaltered state. (3) The Deputy Commissioner of Customs or Assistant Commissioner of Customs, as the case may be, may on his own, or at the request of the right holder, retain s amples of goods infringing intellectual property rights prior to their destructi on or disposal and provide the same to the right holder or importer if such samp les are needed as evidence in pending or future litigations.
12 . Exclusion of baggage and De-minimis Imports.- Goods of a non-commercial nat ure contained in personal baggage or sent in small consignments intended for per sonal use of the importer are not subject to the above Rules. 13 . Protection of action taken under the Rules.- Customs officers when acting i n good faith and having followed the procedures set out in these Rules shall not be liable for: (a) any failure to detect goods infringing intellectual property rights, (b) the inadvertent release of such goods, and (c) any other action in respect of such goods.
COCA COLA_BACKGROUND OF THE COMPANY In May, 1886, Coca Cola was invented by Doctor John Pemberton a pharmacist from Atlanta, Georgia. John Pemberton concocted the Coca Cola formula in a three legg ed brass kettle in his backyard. The name was a suggestion given by John Pembert on s bookkeeper Frank Robinson. Birth of Coca Cola Being a bookkeeper, Frank Robinson also had excellent penmanship. It was he who first scripted "Coca Cola" into the flowing letters which has become the famous logo of today. The soft drink was first sold to the public at the soda fountain in Jacob s Phar macy in Atlanta on May 8, 1886. About nine servings of the soft drink were sold each day. Sales for that first y ear added up to a total of about $50. The funny thing was that it cost John Pemb erton over $70 in expanses, so the first year of sales were a loss. Until 1905, the soft drink, marketed as a tonic, contained extracts of cocaine a s well as the caffeine-rich kola nut. In 1887, another Atlanta pharmacist and businessman, Asa Candler bought the form ula for Coca Cola from inventor John Pemberton for $2,300. By the late 1890s, Co ca Cola was one of America s most popular fountain drinks, largely due to Candle r s aggressive marketing of the product. With Asa Candler, now at the helm, the Coca Cola Company increased syrup sales by over 4000% between 1890 and 1900 Advertising was an important factor in John Pemberton and Asa Candler s success and by the turn of the century, the drink was sold across the United States and Canada. Around the same time, the company began selling syrup to independent bot tling companies licensed to sell the drink. Even today, the US soft drink indust ry is organized on this principle.
New Coke On April 23, 1985, the trade secret "New Coke" formula was released. Today, prod ucts of the Coca Cola Company are consumed at the rate of more than one billion drinks per day.
Our Mission • To refresh the world... • • To inspire moments of optimism and happiness... • To create value and make a difference. Our Vision • Peop People le: : Be a grea great t plac place e to work work wher where e peop people le are are insp inspir ired ed to be the the bes bes t they can be. • Port Portfo foli lio: o: Brin Bring g to the the worl world d a port portfo foli lio o of qual qualit ity y beve bevera rage ge bran brands ds tha tha t anticipate and satisfy people s desires and needs. • Part Partne ners rs: : Nur Nurtu ture re a win winni ning ng netw networ ork k of of cus custo tome mers rs and and sup suppl plie iers rs, , tog toget ethe her r we create mutual, enduring value. • Plan Planet et: : Be a resp respon onsi sibl ble e citi citize zen n tha that t make makes s a diff differ eren ence ce by help helpin ing g buil buil d and support sustainable communities. • Prof Profit it: : Max Maxim imiz ize e lon longg-te term rm retu return rn to shar shareo eown wner ers s whi while le bein being g min mindf dful ul of our overall responsibilities. • Prod Produc ucti tivi vity ty: : Be Be a high highly ly effe effect ctiv ive, e, lean lean and and fas fastt-mo movi ving ng orga organi niza zati tion on. .
The Coca-Cola Company Annual Report 2008 Nearly 1.6 billion times a day, people around the world enjoy one of our beverag es—moments of refreshment that historically have translated into a return of val ue to our shareowners. And by anticipating and preparing for the changing world, we will be poised to deliver refreshment and value to our consumers and shareow ners in the years ahead. Dear Fellow Shareowner: In a year in which the world confronted extraordinary economic challenges, The C oca Cola Company performed with great resolve, supported by proven strategies an d strong execution across our business. The true power and resilience of our business was reflected in our ability to me et or exceed our long term growth targets for the third year in a row and add a billion incremental unit cases in volume—the equivalent to adding a market the s ize of Japan. While no one can truly predict how long this financial upheaval will last, we be lieve that our business will continue to thrive for two reasons: First, we are confident that we are confronting the challenges of our current re ality head-on, with strategies born of experience in similarly trying times and facilitated by an ability to adapt and adjust in a focused and nimble fashion. Second, we know that our fundamental financial and operational model, and the wi der nonalcoholic readyto- drink beverage industry, are largely resilient to time s of great stress. Furthermore, we have a long history of emerging from economic downturns as a stronger Company. A Business Built for Times Like These Through the Great Depression, World Wars I and II, numerous regional conflicts a nd the energy crisis of the last century to the fragile geopolitical and economi
c landscape of today, The Coca-Cola Company has endured and grown. In today’s credit-starved environment, nothing is more important than the abilit y to generate cash. The Coca-Cola system generates up to $50 million in cash eve ry day, and at year end, our Company had $4.7 billion in cash reserves and $2.6 billion in available lines of credit. Our fundamentally sound balance sheet has allowed us to return value to our shar eowners, and today positions us to invest in our portfolio and expand our global beverage leadership. We have made dividend payments to shareowners each year si nce 1920, and have increased our dividend payments annually for the last 47 year s. Our financial position enables us to maximize tremendous opportunities for our b usiness. We are fortunate— and indeed privileged— to be stewards of some of the world’s greatest brands, led by Coca-Cola® and 12 other billiondollar brands. In a world searching for optimism and good news, we are seeing people everywhere p lace a greater value in brands and businesses that share their aspirations and m ake a positive difference in the world. You can rest assured that we have no intention of sitting back and simply trying to ride out the current economic storm. Rather, our entire Coca-Cola system is focused on what critically matters to our business: investing in our brands; enh ancing our communications to the customers who sell our beverages and the consum ers who invite us into their lives each day; and streamlining our operations. These and other initiatives resulted in our Company growing unit case volume 5 p ercent in 2008; growing net operating revenues 11 percent to $31.9 billion; and growing operating income 16 percent to $8.4 billion. Expanding Our Global Beverage Leadership This past year, we made exciting advances in our beverage portfolio. We continue d to expand the availability of Coca-Cola Zero, which has become our most succes sful product launch since Diet Coke® in 1982. Coca-Cola Zero is now sold in 107 markets and has helped reinvigorate trademark Coca-Cola, which experienced incre mental growth of more than 200 million unit cases this past year. In 2008, our sparkling beverage portfolio grew 2 percent— the equivalent of near ly 600 million incremental unit cases. Our new global marketing campaign for trademark Coca-Cola, “Open Happiness,” pic ks up where the highly successful “Coke Side of Life” campaign left off and will continue to renew interest in the sparkling beverage category. We also are excited about our recent launches of beverages sweetened with Truvia . We believe Truvia—a natural, no-calorie sweetener—has the potential to revolut ionize the beverage industry. There is no question that consumers today expect more choice and value in the be verages they choose as their lifestyles and life stages evolve in a world that i s becoming more urban and mobile. We are seeing this reflected, in part, by the growing demand worldwide for juices and juice drinks. Today, we are the industry leader in juices and juice drinks, and we aim to buil d upon that position behind the power of such fast-growing brands as Minute Maid Pulpy in the Pacific and India, Cappy in Eurasia and Europe, and the Odwalla an d Simply brands in North America. We also are seeing growing consumer enthusiasm for our ready-to-drink coffees an d teas and our sports drinks, where we rank No. 1 and No. 2, respectively, on a global basis. Across the board, our still beverage portfolio grew profitably and in a sustaina ble manner in 2008, with unit case volume up 13 percent, cycling 12 percent grow th in 2007. Equally critical to expanding our global beverage leadership is achi eving balanced growth across a range of geographies. We have identified emerging markets as critical to our business growth. In 2008, emerging markets accounted for just over half of our unit case volume. Our grow th in more developed markets also is important. We are taking aggressive actions to reinforce our business in key developed mark ets like Japan, North America and parts of Western Europe. North America, in par ticular, remains a challenge as economic headwinds have hit hardest in this mark
et. We are working closely with our bottling partners to drive productivity; inn ovate across our supply chain; enhance our route-to-market capabilities; and ali gn our branding, marketing and execution capabilities. We know that with the right strategies, mindset and execution, we can restore co nsistent performance in our home market. Safeguarding Our Resources and Communities Competing successfully in a global economy requires a deep sensitivity to the co nsumers and communities we serve, the natural resources we consume, the people w e employ and everyone who places their trust in our Company and brands, beginnin g with you. Sustainability is woven throughout our business model through a number of import ant efforts, from productivity and efficiency enhancements to improvements in wa ter and energy use; climate protection initiatives; sustainable packaging; healt hy living; workplace rights; and community development programs. Our decision to minimize the printing of this report is saving the Company more than $1 million. Our printer’s use of renewable energy is preventing 31,177 poun ds of greenhouse gas emissions and the use of 100 percent post-consumer waste pa per is preserving 373 trees. Looking Ahead to 2009 and Beyond We enter 2009 with a simple and clear purpose: to confront the uncertain economi c conditions of the world today and flourish. We intend to do this by focusing o n what we can control—investing in innovative consumer marketing and commercial leadership with our customers, and strengthening alignment with our bottling par tners. Our consumer marketing efforts will focus on affordability and ensuring that we are communicating the right messages for these times. Through our shopper market ing efforts, we will enhance our relationships with our retail customers while d eveloping strategies for better execution at the point of sale. Working with our bottling partners, we will continue to innovate in order to produce differentia ted beverages and packages tailored to the needs of particular customers and con sumers. With everything we do, we will be diligent in driving productivity across our Co mpany and focusing our resources on the highest-value opportunities. The long-term opportunities associated with getting these and other initiatives right are truly extraordinary. In September 2008, we brought the leaders of our top bottlers together to talk a bout the dynamic conditions that are emerging in our business today. We also exp lored the opportunities that lie ahead through the year 2020, as population and wealth are expected to grow and consumer lifestyles become more conducive to rea dyto-drink beverages. We emerged from that meeting with a clear vision for the future of our business, and we began applying that vision in our planning, alignment and execution. Non e of this, of course, is possible without our wonderful people. In Closing I want to thank the 92,400 associates of our Company for their leadership throug h these uncharted waters; for their commitment to creating value for you; and fo r their belief in our Company, our bottling partners and our mission of putting a beverage in every hand, a smile on every face and adding value every step of t he way. I also would like to thank my fellow members of our Board of Directors for faith fully representing you and all of our shareowners. We welcome back to our Board, Maria Elena Lagomasino, the Chief Executive Officer of GenSpring Family Offices , one of the world’s leading wealth-management firms. Her breadth of experience in banking and global finance will serve us well in the coming years. In 2009, we say goodbye to our Chairman, Neville Isdell. After more than four de cades of extraordinary service to our Company and the Coca-Cola system, Neville will be retiring and stepping down from his role as Chairman of the Board—a role he has fulfilled for the past five years with outstanding leadership and grace. I have benefited greatly from Neville’s friendship over the past 20 years, and I am grateful for his guidance and support since my return to the Company four y
ears ago. We appreciate and respect his invaluable contributions to our Company and the Co ca-Cola system, and wish him and his wife Pamela the very best in his well-deser ved retirement. And most of all I thank you, my fellow shareowners, for the trust you have shown in us. We are always mindful of our great responsibility to steward the investm ent you have made in us. We are honored to have that responsibility, and we are committed to continuing t o earn your confidence. OVERVIEW OF The Coca-Cola Company and Subsidiaries Condensed Consolidated Balance Sheets (UNAUDITED) (In millions except par value)
BALANCE
SHEET
April 3, 2009 ASSETS CURRENT ASSETS Cash and cash equivalents $ Marketable securities Trad Trade e acco accoun unts ts rece receiv ivab able le, , less less allo allowan wance ces s Inventories 2 , 2 98 Prep Prepai aid d expe expens nses es and and othe other r asse assets ts TOTAL CURRENT ASSETS 14 , 71 4
6 , 81 6 26 3 3,13 3,139 9 2,19 2,198 8
INVESTMENTS Equity method investments: Coca-C Coca-Cola ola Hellen Hellenic ic Bottli Bottling ng Compan Company y S.A. S.A. Coca Coca-C -Col ola a FEMS FEMSA, A, S.A. S.A.B. B. de C.V. C.V. Coca Coca-C -Col ola a Amat Amatil il Limi Limite ted d 680 680 Coca-Cola Enterprises Inc. Other, principally bottling companies and joint ventures 2,410 Other investments, principally bottling companies 441 TOTAL INVESTMENTS 5, 7 57
1,386 1,386 840 840 -
OTHER ASSETS 1,793 PROP PROPER ERTY TY, , PLAN PLANT T AND AND EQUI EQUIPM PMEN ENT T — net net TRADEMARKS WITH INDEFINITE LIVES GOODWILL OTHER OTHER INTANG INTANGIBL IBLE E ASSETS ASSETS TOTAL ASSETS
$
8,42 8,425 5 6 ,0 4 2 3, 9 88 2,384 2,384 4 3 , 10 3
LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses Loans and notes payable Current Current maturities maturities of long-term long-term debt Accrue Accrued d income income taxes taxes TOTAL CURRENT LIABILITIES
$
5 ,6 51 6 , 70 1 461 356 1 3 ,1 6 9
LONG LONG-T -TER ERM M DEBT DEBT 5,01 5,017 7 OTHER LIABILITIES 2, 9 44 DEFERRED INCOME TAXES 8 65 THE COCA-COLA COMPANY SHAREOWNERS EQUITY Common stock, $0.25 par value; Authorized — 5,600 shares 880 Capital surplus 8 ,0 2 1 Reinvested earnings 3 8 ,9 1 1 Accumulated other comprehensive income (loss) (2,893) Trea Treasu sury ry stoc stock, k, at cost cost (24, (24,20 207) 7) EQUITY ATTRIBUTABLE TO SHAREOWNERS OF THE COCA-COLA COMPANY 20,712 EQUITY ATTRIBUTABLE ATTRIBUTABLE TO NONCONTROLLI NONCONTROLLING NG INTERESTS INTERESTS TOTAL EQUITY TOTAL LIABILITIES AND EQUITY
396
2 1, 1 08 $
4 3, 1 03
Note: The financial information included in this section should be read in conjunction with Management s Discussion and Analysis of Financial Condition and Results of Operations and Notes to Conso lidated Financial Statements contained in our Company s 2009 Quarterly Report on Form 10-Q and 2008 Annual Re port on Form 10-K.
BISLERI-BACKGROUND OF THE COMPANY Bisleri was originally an Italian company created by Felice Bisleri, who first b rought the idea of selling bottled water in India. Bisleri then was introduced i n Mumbai in glass bottles in two varieties – bubbly & still in 1965. Parle bough t over Bisleri (India) Ltd. in 1969 and started bottling water in glass bottles under the brand name ‘Bisleri’. Later Parle switched over to PVC non-returnable bottles & finally advanced to PET containers. In 1995 Ramesh J. Chauhan started expanding Bisleri operations. In 2003 Bisleri announced its venture to Europe. The brand name Bisleri is so popular in India that it is used as generic name fo r bottled water. Bisleri is a brand of bottled water in India. Bisleri has 60% market share in pa ckaged drinking water in India.[1] It is available in 8 pack sizes: 250ml cups, 250ml bottles, 500ml, 1 litre, 1.5 litre, 2 litre, 5 litre, and 20 litre. Its operations run throughout the subcont inent of India and is one of the leading bottled water supplying companies in In
dia. As of 2007, Bisleri has 8 plants & 11 franchisees all over India.
CASE: THE BISLERI INTRENATIONAL v/s COCA COLA COMPANY FACTS OF THE CASE
The interesting case on the allegedly unauthorized use of the MAAZA Trademark cl osely contested between Coca Cola and Bisleri International already has been rep orted To briefly recount the facts in this case, Bisleri Sales Ltd. (previously Golden Agro Products), was the registered proprietor of the TM Maaza as well as the ow ner of the secret base etc. used to manufacture the product. The company then amalgamated with Bisleri International. As far back as 1993, Co ca Cola and Bisleri Intl. entered into an agreement to "irrevocably" transfer al l the rights as to technical know how and a general as well as specific assignme nt as to goodwill, etc. The agreement also, importantly, contained a negative co venant that allowed Coca Cola to use the MAAZA trademark in India, but nowhere e lse. Bisleri’s contention was that Maaza was sold to Coca-Cola for distribution and s ale only within India and that the licensee (Bisleri) was the registered proprie tor of the trademark outside the country. The Coca-Cola Company however, claimed to be the absolute owner of the formulations and knowhow in India through a tra nsfer of knowhow agreement with Aqua Minerals and a confidentiality agreement wi th Golden Agro, a sister concern of Bisleri which was engaged in manufacturing t he drink. . Thus, when Coca Cola company confronted Bisleri with information received as t o the sale of beverages under the MAAZA mark in Turkey, by Bisleri they were an swered with a legal notice stating that not only were they allowed to sell in Tu rkey without infringing the mark, and that they planned to sell in India as well .
JUDGEMENT OF THE CASE.
The Court Gave Its Judgement:
In Favor Of Coca Cola Company.
As per this order delivered by Justice Manmohan Singh of the Delhi High Court so metime this month following the judgment of Products v. Rajesh Chopra [2006 (32) PTC 301(Delhi)], (apart from other well articulated reasons), a "groundless thr eat" such as the one contained in the notice by Bisleri as well as newspaper rep orts would in fact confer upon a Court the necessary jurisdiction to try and ent ertain the suit. The threat would amount to an intention to "use" the said mark; this with conjunction of the assignment of a registered mark MAAZA in favor of Bisleri International was held to be within the meaning of Section 2 (2) (c) (I) of the Trademarks Act and therefore mean that a part of the cause of action wou ld lie within the jurisdiction of the Court in Delhi. - Justice Singh after a thorough examination of Section 134 of the Trademarks Ac t and Section 20 of the CPC, also held that the Delhi High Court could try and e ntertain the suit since :
Maaza was sold extensively in Delhi: Meaning that business was carried o ut within the territorial jurisdiction of the Court; and,
The Defendant had a plant (the same being used to bottle drinking water being of no major consequence): Meaning that the Defendant carried out business within the jurisdiction of the Court at Delhi; and,
Export of beverages under the mark MAAZA by the sister concern of Bisle ri: If the infringing activity is conducted within the territory of the Court- e ven if the same is for export purposes, the Court would have the necessary jurisdiction to try the matter. Justice Singh used the cases of Janinder Jain v. Arihant Jain, 2007 (34) PTC 128 (Del). Last year, the Delhi High Court was of the view that Coca-Cola was the owner of the Maaza trademark in India. The court however, restrained Coca-Cola and its as sociates from using the trademark Maaza or any other deceptively similar tradema rk in relation to non-alcoholic beverages, syrups and other preparations till a final hearing. “The court was pleased to dismiss Bisleri’s application for vacation of the ex-p arte interim injunction against use of the Maaza trademark in India including th e use for purposes of export from India as well as their application for rejecti on of the suit on the grounds that the Delhi High Court lacked the requisite jur isdiction,”
Analysis of the case from Academic part : Looking at the academic part , this case is based on the Intellectual property R ights, the details of which are provided in the report, also if we analysis the elements of contract in this case, it is observable that it had certain conditio ns applied , and acceptance of such a contract is called ‘Conditional acceptance ’ which states - When a contract is made under certain conditions. This kind of acceptance usually counts as counteroffer and is valid only if the other side ag rees. Bisleri Internatinal while making the agreement had clearly put forward its cond ition that coca cola would have the rights to market the product in India only, but Bisleri itself did not had legal rights to sell the product over seas, also, according to the contract between coca cola and Golden agro, coca cola had been bestowed with the soul ownership of the formulation of the drink, so Bisleri In ternational was in no condition to manufacture mango drink with the same formula tion and market it with different name in India. So considering these facts and evidence we are fully satisfied with te verdict o f the court which was in support of coca cola.
OUR LEARNINGS: Gained knowledge about: 1.Contract Act 2.Companies Act 3.Intellectual Property Rights.
4..Various ways in which company cases are dealt.
