IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.1048 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1090 OF 2008 IN COMPANY PETITION NO.228 OF 1987 WITH COMPANY PETITION NO.735 OF 2004 IN BIFR CASE NO.57 OF 1987 In the matter of Sections 391 to 393 of The Companies Act, 1956 AND In the matter of the Scheme of Compromise / Arrangement of The Gaekwar Mills Ltd.(In Liquidation) H. F. Mehta & Anr. Petitioners V/s The Official Liquidator Respondent Shri Kishore Jain i/b P. V. Shah for the Petitioners Shri I. A. Saiyed for the Workers Shri Omprakash Jha i/b M/s. The Law Point for Bombay Stock Exchange Shri C. J. Joy i/b S. k. Mohapatra for the Regional Director Shri P. Ramarao Official Liquidator present in person 1 CORAM: S. J. Kathawalla, J. DATE: 10th September 2009 PC: 1. Heard learned counsel for the parties and the Liquidator. 2. Leave to amend the Scheme as per the draft amendment handed in is granted. The same is taken on file and marked ‘X’ for identification. 3. Amendment to the Scheme to be carried out within two weeks from today. 4. The sanction of the Court is sought under Section 391 to 393 of the Companies Act, 1956 to a Scheme of Compromise/Arrangement between the Equity Shareholders, Secured, Unsecured, and Statutory Creditors and workers of The Gaekwar Mills Ltd. (In Liquidation) specified in the Scheme, inter alia, for revival of the Company to bring it out of liquidation. 5. The Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the statutory requirements as per the directions of this Court and they have filed the necessary affidavits of compliance in the Court. Moreover, the Petitioners also 2 undertake to comply with all the statutory requirements, if any, as required under The Companies Act, 1956 and the Rules made thereunder. 6. The Regional Director has filed an affidavit dated 1st July 2009 stating therein that he has no objection for the proposed Scheme. 7. The Official Liquidator has filed a Report dated 8th June 2009 stating therein that he has no objection for the proposed Scheme. 8. Shri I. A. Saiyed, Learned Advocate for the Workers, tenders a certified true copy of the Resolution passed in General Meeting of the Workers, held on 26th August 2009 at Billimora stating that the President, Shri Natubhai R. Kevat, be and is thereby authorized to withdraw the objections filed in the above Petition against sanctioning of the Scheme propounded by the Petitioners for revival of The Gaekwar Mills Ltd. (In Liquidation) and accordingly withdraws all objections by the Workers. The said Resolution is taken on file and marked ‘Y’ for identification. Company Application No.416 of 2009 filed by the Workers Working Committee of The Gaekwar Mills Ltd. therefore does not survive and is accordingly dismissed as withdrawn. 3 9. Upon perusal of the entire material placed on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy/interest. None of the parties concerned has come forward to oppose the scheme. 10. Since all the requisite statutory compliances have been fulfilled, the above Company Petition No.1048 of 2008, filed by the Petitioners, is made absolute in terms of prayers (a) to (d). The Official Liquidator shall not proceed against the Company until further orders. 11. The Petitioners to pay Rs.7,500/- to the Regional Director towards his costs. Costs to be paid within four weeks from today. 12. The Petitioners to pay costs of Rs.16,514/- to the Official Liquidator towards costs of the Liquidator proceedings and the advertisement expenses. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn-up order is dispensed with. 14. All authorities concerned to act on a copy of this order alongwith the amended Scheme duly authenticated by the Company Registrar. (S. J. Kathawalla, J.) 4