1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION 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 the Companies Act, 1956; AND In the matter of Sections 391 to 393 of The Companies Act, 1956; AND In the matter of the Scheme of Compromise/Arrangement between the Equity Shareholders, Secured, Unsecured, Statutory Creditors and workers of The Gaekwar Mills Ltd. (In Liquidation) 1. Shri Homi Framroze Mehta, an adult Indian inhabitant, residing at 9A, Altamount Road, Mumbai- 400026 2. K. K. Kotwal, an adult Indian inhabitant, having address at 144, Satnam Apartment, Cuffe Parade, Mumbai- 400005 V/s. Applicants ..2.. 2 The Official Liquidator, High Court, Mumbai, appointed as the Liquidator of The Gaekwar Mills Ltd., having his office at Bank of India Building, 5th floor, M. G. Road, Fort, Mumbai- 400023 Respondents Called for hearing. Shri Chirag Balsara with Priyadarshan V. Shah for the Applicants. Shri Mahendra Rathod i/b Poddar & Co. for Original Petitioner. Shri S. Ramakantha, Dy. Official Liquidator present. CORAM:- S. A. Bobde, J. DATE:- 25 th September, 2008 MINUTES OF ORDER ----------------------- Upon the application of the Applicants abovenamed, by Summons for Direction dated the 11th day of July, 2008 and upon hearing Shri C. S. Balsara, Learned Counsel with Shri Priyadarshan V. Shah, Advocate for the Applicants and the Official Liquidator, High Court, Bombay and upon reading the affidavit of Applicant No.1 abovenamed, sworn and filed on the 11th day of July, 2008 and the exhibits therein referred to (Exhibit ‘L’ being a copy of the proposed Scheme of compromise or arrangement), IT IS ORDERED: 3 1. That a meeting of the Equity Shareholders of the above company shall be convened and held at Matunga Gujarati Club Ltd., Nathalal Parekh Marg, Near King Circle, Matunga, Mumbai- 400019, on the 25 th day of October, 2008, at 11 O’clock in the forenoon or soon thereafter, for the purpose of considering and if thought fit, approving, with or without modification, the Scheme of compromise or arrangement proposed to be made between the company and its Equity Shareholders, secured, unsecured and statutory creditors and workers. 2. That a meeting of the Secured Creditors of the above company shall be convened and held at the aforesaid venue on the 25th day of October, 2008, at 12 noon or soon after the conclusion of the aforesaid meeting of the company’s Equity Shareholders, for the purpose of considering and if thought fit, approving, with or without modification, the Scheme of compromise or arrangement proposed to be made between the company and its Equity shareholders, secured, unsecured and statutory creditors and workers. 3. That a meeting of the Unsecured Creditors of the above company shall be convened and held at the aforesaid venue on the 25 th day of October, 2008, at 12.30 p.m. afternoon or soon after the conclusion of the aforesaid meeting of the company’s Secured Creditors, for the purpose of considering and if thought fit, approving, 4 with or without modification, the Scheme of compromise or arrangement proposed to be made between the company and its Equity Shareholders, secured, unsecured and statutory creditors and workers. 4. That a meeting of the Statutory Creditors of the above company shall be convened and held at the aforesaid venue on the 25th day of October, 2008, at 1.30 p.m. afternoon, or soon after the conclusion of the aforesaid meeting of the company’s Unsecured Creditors, for the purpose of considering and if thought fit, approving, with or without modification, the Scheme of compromise or arrangement proposed to be made between the company and its Equity Shareholders, secured, unsecured and statutory creditors and workers. 5. That a meeting of the workers of the above company shall be convened and held at the aforesaid venue on the 25th day of October, 2008, at 3 p.m. afternoon, or soon after the conclusion of the aforesaid meeting of the company’s Statutory Creditors, for the purpose of considering and if thought fit, approving, with or without modification, the Scheme of compromise or arrangement proposed to be made between the company and its Equity Shareholders, secured, unsecured and statutory creditors and workers. 6. That at least twenty- one clear days before the day appointed for the meetings, an advertisement convening the same and stating 5 that copies of the said compromise or arrangement and of the statement required to be furnished pursuant to Section 393 and forms of proxy can be obtained free of charge at the office of the Advocate for the Applicants, Shri Priyadarshan V. Shah, at 60, Ghoga Street (Janmabhoomi Marg), 401, Shreeji Chambers, 4th floor, Fort, Mumbai- 400001, be inserted once each in the ‘Free Press Journal’ English edition and ‘Maharashtra Times’ in Marathi edition, both having circulation in Mumbai, State of Maharashtra and in addition, the Applicants also to publish in ‘Gujarat Mitra’ in Gujarati edition having circulation in Gujarat. Publication in the Maharashtra Government Gazette is dispensed with. 7. That in addition, at least twenty- one clear days before the meetings to be held as aforesaid, a Notice convening the said meeting on the day, date, time and place aforesaid, together with a copy of the statement required to be sent under Section 393 and the prescribed Form of proxy, shall be sent by prepaid letter posted under ‘Certificate of Posting’ addressed to each of the Equity Shareholders, Secured Creditors, Unsecured Creditors, Statutory Creditors and workers at their respective registered or last known addresses. 8. That the settling and approving of the form of advertisement, form of proxy, the form of Notice, the statement required to be furnished pursuant to section 393 of the Companies Act, 1956 to 6 accompany the notice by the Company Registrar of this court is dispensed with. The Applicants undertake to : (a) issue Notice convening meeting of the shareholders as per Form No. 36 (Rule 73), (b) issue Form of Proxy as per Form No.37 (Rule 73) (c) advertise the Notice convening meeting as per Form No.38 (Rule 74); (d) issue statement containing all the particulars as per Section 393 of the Companies Act, 1956; The said undertaking is accepted. 9. That Shri M. D. Narvekar, Company Registrar and failing him, Shri U. G. Mukadam, Additional Registrar (O.S.) / Additional Prothonotary and Senior Master, and failing him, Shri S. K. Jain, practicing Company Secretary, shall be the Chairman of all the meetings to be held on 25th day of October, 2008, as aforesaid or any adjournment thereof. 10. That the chairman appointed for the meetings do issue the advertisement and send out the notice of the meetings referred to above. 11. That the quorum for the meeting of the equity Shareholders shall be 5 (five) members present in person and quorum for the 7 meeting of the Secured Creditors shall be 1 (one) Secured Creditor either present in person or by proxy or by authorised representative. The quorum for the meeting of the unsecured creditors shall be 1 (one) unsecured creditor either present in person or by proxy or by authorised representative. The quorum for the meeting of the Statutory Creditors shall be 2 (two) Statutory Creditors either present in person or by proxy or by authorised representative. The quorum for the meeting of the workers shall be 10 (ten) workers, either present in person or by proxy or by authorised representative. 12. That voting by proxy / authorized representative be permitted, provided that a proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the said Advocate for the Applicants, at his aforesaid office not later than 48 hours before the meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 13. That the number and value of the shares held by each of the Equity Shareholder and the value of each class of creditors shall be in accordance with the books of the company and where the entries in the books are disputed, the chairman shall determine the value for purposes of the meeting. 8 14. And it is further ordered that the chairman do report to this Court, the result of the said meetings within 30 days of the conclusion of the meetings and the said report shall be verified by his affidavit. COMPANY JUDGE