JUDGMENT : K.A. Puj, J. Since a common issue is involved in both these applications, the same are heard together and are being disposed of by this common judgment and order. 2. The applicants of both these applications have taken out separate judge's summons seeking direction of this court for convening the meetings of secured creditors, statutory creditors, workmen, unsecured creditors and other creditors of Omex Investors P. Ltd. (in liquidation) for the purpose of considering and if thought fit, approving with or without modifications, scheme of arrangement/compromise proposed between Omex Investors P. Ltd. (in liquidation) and its secured creditors, statutory creditors, workmen, unsecured creditors and other creditors. 3. In Company Application No. 97 of 2010, an affidavit in support of the judge's summons is filed by Shri Pravinchandra N. Jani, applicant No. 1 therein, an ex-employee/workman of the company in liquidation. Applicant No. 2 Oswal Engitech (India) P. Ltd., is the sponsor of the scheme. 4. In Company Application No. 191 of 2010, an affidavit in support of the judge's summons is filed by the applicant himself, i.e., Shri Dinesh P. Medh, one of the lessors of the company in liquidation. 5. Initially, an order was passed by this court on May 10, 2010, in Company Application No. 97 of 2010 granting time to the said applicant to produce on record supporting documents in support of his additional affidavit. Similarly, time was granted to the objector, original lessor of some of the land, who is now the applicant in Company Application No. 191 of 2010, to submit the scheme. 6. Company Application No. 191 of 2010 is filed on or about June 19, 2010. Initially, Ms. Megha Jani, learned advocate appeared on behalf of the said applicant. However, she withdrew her appearance subsequently and Mr. Rajeshwar J. Dave, learned advocate appeared on behalf of the said applicant. 7. Both these applications have come up for hearing before the court on August 10, 2010. After hearing counsel to some extent, the court was of the view that though the schemes are proposed by the applicants in both these applications, the applicants are really interested in purchasing the land. The court, therefore, inquired from the official liquidator as to what would be the market value of the land in question. After hearing counsel to some extent, the court was of the view that though the schemes are proposed by the applicants in both these applications, the applicants are really interested in purchasing the land. The court, therefore, inquired from the official liquidator as to what would be the market value of the land in question. The official liquidator, on instruction received from the valuer, stated that the present market value of the land in question would be approximately Rs.125 crores. The court, therefore, passed an order on August 10, 2010, that if any of the applicants in these two applications are ready and willing to deposit Rs.125 crores with the court, they would be permitted to proceed with the schemes. Both the matters were, therefore, kept for further hearing on August 13, 2010. On August 13, 2010, when the matters were taken up for hearing, Mr. Satyam Chhaya, learned advocate appearing for one-third party, namely, Jay Kanan Buildcon P. Ltd., made an offer for final plots Nos. 32 and 33 admeasuring about 36,250 sq. mts. and 6,858 sq. mts. respectively, which are freehold land, for Rs.150 crores. Even on that day, Mr. Sunit Shah, learned advocate appearing for the applicant in Company Application No. 191 of 2010 filed purshis that his client was ready and willing to deposit Rs.125 crores with this court for the scheme within one week. Even Mr. R. M. Desai, learned advocate appearing for the applicant in Company Application No. 97 of 2010 has also made a statement that if the court is going to consider the scheme of his client, his client is ready and willing to deposit Rs.125 crores. 8. Since the schemes proposed by the applicants of both these applications are for all the three final plots, i.e., final plots Nos. 31, 32 and 33 and they have shown their willingness to deposit Rs.125 crores with the court, whereas the offer made by Jay Kanan Buildcon P. Ltd., of Rs.150 crores for two plots, i.e., Plots Nos. 32 and 33, the court decided to explore the possibility of putting freehold land for sale fixing the upset price for these two plots for Rs.150 crores and directed the said Jay Kanan Buildcon P. Ltd., to deposit Rs.15 crores by way of earnest money deposit and on that basis, the advertisement, etc., would be issued. Time was sought to deposit the demand draft. Time was sought to deposit the demand draft. However, a cheque duly signed by the director of the said Jay Kanan Buildcon P. Ltd., for Rs.15 crores dated August 18, 2010, was handed over to the official liquidator as per the direction of this court with an understanding that the cheque would be returned to the said party only on deposit of demand draft of Rs.15 crores by way of earnest money deposit for these two plots. Both the matters were thereafter adjourned to August 20, 2010. On that day, neither the demand draft of Rs.15 crores was deposited with the official liquidator nor any application was moved as undertaken earlier before the court on August 13, 2010. Mr. Viral Shah, learned advocate appearing for Jay Kanan Buildcon P. Ltd., submitted that because of the death in the family of one of the directors of the company, necessary application could not be moved nor the amount of Rs.15 crores by way of demand draft was deposited with the official liquidator. Time was sought up to August 25, 2010, with an assurance to the court that his client would hand over a pay slip or demand draft of Rs.15 crores to the official liquidator on or before August 25, 2010. 9. On August 25, 2010, in the first half, neither the demand draft of Rs.15 crores was deposited with the official liquidator nor any application was moved. Even the learned advocates appearing for the said party did not remain present and hence, the court has passed a detailed order directing the managing director of the said company, namely, K. G. Bhatia to remain personally present before the court and since the cheque of Rs.15 crores was not replaced by the demand draft, the official liquidator was directed to deposit the said cheque on that very day itself. After the above order was passed and just before the recess, Mr. Viral Shah, learned advocate appearing for Jay Kanan Buildcon Ltd., had requested this court not to sign the order and permit him to make his submission in the second session. After the above order was passed and just before the recess, Mr. Viral Shah, learned advocate appearing for Jay Kanan Buildcon Ltd., had requested this court not to sign the order and permit him to make his submission in the second session. Accordingly, in the second session, he submitted that the applicant has already filed the application being Company Application No. 250 of 2010 and the applicant of the said application was under the impression that on deposit of Rs.150 crores, the sale of the property in question would be confirmed in favour of the applicant. However, the applicant was given to understand that the applicant had to deposit an amount of Rs.15 crores by way of earnest money deposit and the upset price of the property would be fixed at Rs.150 crores and, thereafter, advertisement would be issued and whosoever will make higher offer will get the property. When this was communicated to the applicant, the applicant has shown his unwillingness to pursue with his offer as well as the application filed in the registry. The court did not accept the said submission and observed that it was merely an excuse to back out from the applicant's commitment made before the court. The court, therefore, retained the order passed in the first half and adjourned the matter to August 27, 2010. 10. On August 27, 2010, Mr. S.I. Nanavati, learned senior counsel appeared on behalf of the applicant of Company Application No. 250 of 2010 and tendered an unconditional apology on behalf of the applicant. He also tendered unconditional apology on behalf of the learned advocates Mr. Viral Shah and Mr. Satyam Chhaya and requested the court to delete the observations made against them in the order dated August 25, 2010. The said matter was thereafter adjourned to August 30, 2010, on which date, an unconditional apology of the applicant in writing was tendered and Mr. Nanavati was heard on merits of the said application. 11. So far as the present two company applications are concerned, hearing was fixed on August 31, 2010 and the learned advocates appearing for the respective parties were heard at great length and in light of the above facts and circumstances, their submissions are considered by the court. 12. Nanavati was heard on merits of the said application. 11. So far as the present two company applications are concerned, hearing was fixed on August 31, 2010 and the learned advocates appearing for the respective parties were heard at great length and in light of the above facts and circumstances, their submissions are considered by the court. 12. The brief facts giving rise to the present two applications seeking directions for convening the meetings for considering the scheme of compromise and arrangement as indicated above, are as under. 13. M/s. Omex Investors Ltd. (in liquidation) was registered as a company under the provisions of the Companies Act, 1956 and was having its registered office outside Raipur Gate, Near New Cloth Market, Ahmedabad. The company was engaged in the business of manufacturing textile clothes. The company was having its manufacturing unit located on final plots Nos. 31, 32 and 33 of T. P. Scheme No. 18 of Village Rajpur Hirpur of Tal City, District Ahmedabad. The area of each final plot is as follows : Final Plot No. Area (in Sq. Mtrs.) 31 20487 32 36250 33 6858 14. The company stopped its manufacturing activities in 1986. This court passed winding up order on October 26, 1989. The official liquidator took over possession of the assets, movable and immovable of the company. The sale committee was constituted and movables, plant and machinery and building structure were disposed of. From sale proceeds, ad hoc payments were made to the workmen and secured creditors. 15. The State Bank of India and Industrial Reconstruction Bank of India had extended financial assistance by way of different credit facilities to the company against securities, inter alia, by way of mortgage of land of final plots Nos. 31, 32 and 33 of T. P. Scheme No. 18. The SBI had filed Civil Suit No. 2277 of 1992 in Ahmedabad City Civil Court which was later on transferred to the Debts Recovery Tribunal at Ahmedabad which passed an order on December 15, 1998, issuing recovery certificate for Rs.3,11,10,917.44. 16. The proceedings were initiated in this court to recover the possession of final plot No. 31 of T. P. Scheme No. 18 by the applicant of Company Application No. 191 of 2010 along with other co-owners, in view of the company having been ordered to be wound up, by way of Company Application No. 288 of 1999. 16. The proceedings were initiated in this court to recover the possession of final plot No. 31 of T. P. Scheme No. 18 by the applicant of Company Application No. 191 of 2010 along with other co-owners, in view of the company having been ordered to be wound up, by way of Company Application No. 288 of 1999. This court rejected the said company application vide its common order dated July 30, 2002. O.J. Appeal No. 2 of 2003 against the said order also came to be dismissed on October 23, 2008. S.L.P. No. 29632 of 2008 was preferred before the Hon'ble Supreme Court and it is the say of the applicant of Company Application No. 191 of 2010 that the apex court permitted the lessors to file a petition under section 391 of the Companies Act, 1956, for revival of the company keeping in mind the interest of workmen. 17. In the above view of the matter, Company Applications Nos. 191 and 97 of 2010 are filed by the applicants. 18. The basis of the scheme of the applicants in Company Application No. 97 of 2010 are as under : (a) For the secured creditors as on the date of presentation of the scheme towards full and final payment after adjusting the amount already disbursed to it by the official liquidator. (b) For the workmen as per their claim which has been found due and payable by the official liquidator up to the date of winding up order after adjusting the amount already disbursed to them by the official liquidator. (c) For Ahmedabad Municipal Corporation, Torrent Power Ltd., Union of India Excise Department, the ESI Corporation and EPF Organization, the State Government towards interest free determent loans and Sales Tax Department, an amount which the authorities have agreed to receive as full and final towards settlement of their dues. (d) For the lessors the sponsor of the scheme, upon scheme being sanctioned by this court, will negotiate with the lessors either to buy their leasehold right qua land admeasuring 20,487 sq. mtrs., after paying agreed amount or continue to pay the lease rent as the lessors are already paid the lease rent till the company went into liquidation. (e) For those creditors, whose names with their respective dues have been stated in statement of affairs, the sponsor will pay them 35 per cent. mtrs., after paying agreed amount or continue to pay the lease rent as the lessors are already paid the lease rent till the company went into liquidation. (e) For those creditors, whose names with their respective dues have been stated in statement of affairs, the sponsor will pay them 35 per cent. of their dues till the date of winding up order. 19. Mr. R. M. Desai, learned advocate appearing with Mr. Sachin D. Vasavada for the applicants in Company Application No. 97 of 2010 has submitted that applicant No. 1 being ex-workman/employee of the company in liquidation is considered to be the creditor of the company and as per the settled legal position, the applicant is entitled to present a scheme of compromise and arrangement with the company and other creditors as well as workmen of the company. He has further submitted that applicant No. 2 is the sponsor of the scheme. The applicants have approached the Textile Labour Association for the purpose of explaining the entire scheme and the Textile Labour Association after discussion agreed to support the scheme. If the scheme is accepted by all the creditors and workers of the company in liquidation, applicant No. 2 would act as per the scheme and implement the scheme as per the time schedule mentioned therein or as per the direction of this court. He has further submitted that the workers of the company in liquidation can receive their further dues only in eventualities (i) if the unit is revived and there is a strong financial sponsor, or (ii)the land is put for sale. The total area of the land is admeasuring about 63,595 sq. mts., out of which 20,487 sq. mts., are leasehold land. He has further submitted that it is true that the apex court had passed an interim order by which the apex court had expressed concern with the revival of the company or the lessors have been permitted to file scheme of revival/ arrangement. However, the applicants of Company Application No. 191 of 2010 is, though one of the lessors, instead of obeying the interim order of the apex court and instead of introducing revival scheme in the interest of workers as well as all creditors of the company in liquidation, initially filed a proposal in the form of Company Application No. 446 of 2009. The tenor of the said company application was that the entire land may be put to sale by the official liquidator and lessors may be paid Rs.10 crores out of the sale proceeds realised from the sale of the land. It is submitted that the workers filed an affidavit opposing the said proposal because unless and until the special leave petition filed before the apex court is withdrawn, such proposal of the lessors cannot be accepted as there is a stay order from the apex court against the sale of land by the official liquidator. Over and above this, the said proposal could not be feasible to the SBI and the Textile Labour Association. 20. Mr. Desai further submitted that applicant No. 2 approached the Textile Labour Association and expressed its desire to start the manufacturing activity by producing the industrial valves which are being sold to the refineries. The sponsor is also keen to provide employment to approximately 100 workers. The scheme is in consonance with the interim order of the apex court. He has further submitted that Oswal Industries Ltd., main company in Oswal group of companies is having its factory premises at Kalol, Bileshwarpura Unit No. 1 and Bileshwarpura Unit No. 2, is doing the activity of production of/manufacturing of industrial valves on the land admeasuring about 1,00,000 sq. mtrs. The Oswal Industries Ltd., is at present having a limited capacity of manufacturing industrial valves in total 27,000 units. Bileshwarpura Unit No. 2 is doing casting, finishing and Unit No. 3 is doing grinding, fettling and pickling of industrial valves, etc. So far as capacity of casting unit is concerned, it is having surplus capacity which is being presently sold in open market by way of doing job-work of other manufacturer and/or by way of producing semi-finished valves from other suppliers. Before finishing the industrial valves, machinery job is required to be carried out on the said valves to meet with the requirement of the purchasers. The said work is getting done outside through job workers to meet with the higher demand from various refineries, fertilizers, power sectors, process industries in India as well as foreign countries for industrial valves. Before finishing the industrial valves, machinery job is required to be carried out on the said valves to meet with the requirement of the purchasers. The said work is getting done outside through job workers to meet with the higher demand from various refineries, fertilizers, power sectors, process industries in India as well as foreign countries for industrial valves. The Oswal group of companies want to expand its manufacturing facilities/unit and utilise surplus capacity of casting instead of selling the surplus capacity in open market and also want to get the miscellaneous/ minor machinery works on the finished product so as to make industrial valves marketable. The group company is having high reputation in international market and in fact, it has been receiving various inquiries for submitting tender documents for consideration of buyers in foreign country as well as in domestic market. 21. Mr. Desai has further submitted that the Oswal group of companies are recognised and approved by EIL, IBR, ISO-9001 and PED and enlisted with Government refineries, private refineries, fertilizer plants, power plants and process industries. He has further submitted that the sponsor company wants to expand its manufacturing strength and export finished product, i.e., industrial valve to foreign country and to utilise its spare capacity for in-house product at Bileshwarpura Unit No. 2, the sponsor company is proposing the scheme to manufacture the industrial valves. 22. Mr. Desai has, therefore, submitted that if the directions sought for by the applicants to convene the meetings of all concerned are issued by this court on whatever terms, the applicants will abide by the said terms and assure this court to implement the scheme if the same has been approved by the creditors, workers and all other concerned and sanctioned by this court. 23. The scheme proposed by the applicants of Company Application No. 97 of 2010 was strongly objected to by the applicant of Company Application No. 191 of 2010. An affidavit opposing the application was filed by Shri Dinesh P. Medh on April 14, 2010. Though at the time of hearing of these two company applications, Mr. 23. The scheme proposed by the applicants of Company Application No. 97 of 2010 was strongly objected to by the applicant of Company Application No. 191 of 2010. An affidavit opposing the application was filed by Shri Dinesh P. Medh on April 14, 2010. Though at the time of hearing of these two company applications, Mr. Kamal Trivedi, learned senior counsel appearing for the applicant of Company Application No. 191 of 2010 has restrained himself from raising any objection against the scheme proposed by the applicant of Company Application No. 97 of 2010, the objections are still on record and it is submitted that a scheme of compromise/arrangement may be proposed either by the company or a creditor or a member of the company or in case of a company which is being wound up by a liquidator and no one else. Company Application No. 97 of 2010 is filed by applicants Nos. 1 and 2. Applicant No. 2 is neither creditor nor member of the company and, therefore, they cannot present the application under section 391 of the Act and, therefore, no meeting be convened at the instance of a stranger. Applicant No. 1 is only an intermediary assisting applicant No. 2 and is not the propounder of the scheme in view of which the application is not maintainable under section 391 of the Act. 24. It is further stated that applicant No. 1 has filed the present application making a bald statement that he was an employee/workman of the company and was working as a semi clerk in the company without producing any documents in support of such claim. If one peruses the scheme without going into the merits or de-merits of the case, there is no scheme for the revival of the company and its activities by applicant No. 1 who is merely a recipient of his outstanding dues and he is not undertaking any activity of the company. The whole scheme seems to be a ruse to sell assets of the company for a price. Applicant No. 1 has lent his name to favour applicant No. 2, to acquire the assets of the company for a price through back-door is being used as a front. The whole scheme seems to be a ruse to sell assets of the company for a price. Applicant No. 1 has lent his name to favour applicant No. 2, to acquire the assets of the company for a price through back-door is being used as a front. Earlier, the same applicant No. 1 had filed Company Application No. 59 of 2010 proposing an identical scheme pausing himself to be a member of the sale committee and representative of all workmen. The conduct of applicant No. 1 smacks of mala fides. Company Application No. 59 of 2010 was supported by an affidavit of Textile Labour Association which is conspicuously absent in the present application and is seemingly replaced by an affidavit of the director of applicant No. 2. It is further stated that as laid down in several judgments of various High Courts, the court may reject the scheme at the outset without calling a meeting of creditors and/or others, it is incumbent upon the applicants to satisfy prima facie that the scheme is genuine, bona fide and in the interest of the creditors and the company. 25. It is further stated that as per the order passed by the apex court permitting the lessors to present the scheme, the present applicants are neither the owners of the property nor they are permitted under the Act to present such scheme. Unless and until permission is obtained from the apex court, the applicants have no locus standi to present the scheme at this stage creating third party interest in the suit property. As per the lease deed, the lease was granted for the purpose of construction of mill and till the mill remains in existence. The proposed scheme is not for the revival of the company and it is nothing but an alternative mode to acquire the land at a throw away price in winding up proceedings. It is patently intended to be a cloak to cover the intention to dispose of the land and there is no real compromise or arrangement and hence, no such meeting can ever be convened. It is, therefore, submitted that the application to convene the meeting of various class of creditors and members as prayed for may be rejected. 26. Mr. Kamal B. Trivedi, learned senior advocate appearing with learned advocates Mr. Sunit Shah and Mr. It is, therefore, submitted that the application to convene the meeting of various class of creditors and members as prayed for may be rejected. 26. Mr. Kamal B. Trivedi, learned senior advocate appearing with learned advocates Mr. Sunit Shah and Mr. Rajeshwar J. Dave for the applicant in Company Application No. 191 of 2010 has submitted that the applicant being one of the lessors of the land of the company in liquidation is entitled to present the scheme before this court in view of an interim order passed by the apex court. He has further submitted that taking a clue from the observations made by the apex court in the special leave petition filed by the owners of various closed textile mills including the applicant stating that the revival of company is in the workers' interest, the applicant thought it fit to propose a scheme with an object to revive the company while satisfying the outstanding claims of the creditors on the date of winding up with reasonable interest and also the claims of the workers of the company and thereby to provide job opportunities to the workers and also to return the amount invested by the shareholders in the capital of the company and to meet fair treatment to the lessors that while offering the scheme under section 391, the applicant had adopted philanthropic approach in favour of workers of the company. He has further submitted that the applicant felt it necessary to deviate from the traditional business of composite textile mills as they are becoming non-feasible and out-dated and, therefore, it has become necessary to enter into other fields and hence, the applicant had planned to commence ready made garment business and construction activities. The area required for starting ready made garments unit, all 66,000 sq. mtr., of company's land may not be required and, therefore, it is thought fit to develop the surplus land by establishing industrial park. He has further submitted that the applicant intends to start development centre for the benefit of workers wherein several courses will be conducted to make the labour competitive and skilled. The development centre is going to be a very huge and unique with 50,000 sq. mtr., area, meaning thereby every year around 2,000 to 3,000 labours can be trained so that they can get better opportunity for themselves in recruitment. The development centre is going to be a very huge and unique with 50,000 sq. mtr., area, meaning thereby every year around 2,000 to 3,000 labours can be trained so that they can get better opportunity for themselves in recruitment. It is in the public interest to start such development centre inasmuch as self finance courses are costly affairs and the Government has limited resources to finance such projects and also the flow of philanthropy is dried up. The route of section 391 is adopted to upgrade the chances of better recruitment by making the workers skilled and trained and competitive through the courses to be conducted in the development centre at a nominal rate. He has further submitted that apart from making the workers competitive and skilled through the mechanism of development centre, it is also thought fit to upgrade their life style by providing reasonably good accommodation and also to indirectly help the Government in removing the slums. The fund for labour benefit oriented projects of development centre and labour housing is to be funded from the assets of the company and profit of construction business while developing industrial parks and commercial centres. The scheme also takes care of the lessors interest by offering the reasonable return on the value of the land owned by them but the demised to the company. All secured creditors and unsecured creditors are sought to be repaid with reasonable interest in the context of winding up proceedings of the company. The secured creditors, over and above repayment of their dues, are offered an incentive to start their banking branch in the premises to be let out at a token rent of Re. 1 with a view to see the secured creditors get a banking business of housing loan to labours and also micro finance which in turn will generate lot of employments. 27. While inviting to the provisions of the proposed scheme, Mr. Trivedi has submitted that the secured creditors will be paid their dues of Rs.4,70,39,812.78 as per the statement of affairs less the amount received by them in course of winding up proceedings with simple interest at 4 per cent. per annum from the cut-off date till the effective date towards full and final settlement of all their claims. Over and above, the secured creditors will be provided a business place admeasuring land area of 1,500 sq. per annum from the cut-off date till the effective date towards full and final settlement of all their claims. Over and above, the secured creditors will be provided a business place admeasuring land area of 1,500 sq. feet at a token rent of Re. 1 for 25 years, if they agree to undertake a micro finance business for the benefit of the workmen and advancing housing loan to the workmen in the above scheme as per their norms. The unsecured creditors will be paid their dues of Rs.70,30,577.92 as per statement of affairs less the amount, if any, received by them in the course of winding up. 28. Mr. Trivedi has further submitted that the nominal share capital of the company is Rs.30 lakhs divided into 2,90,000 and 1,000 shares of Rs.10 and Rs.100 each respectively, out of which share capital of Rs.22,70,000 has been issued, subscribed and paid-up out of which for Rs.21,70,000 shares numbering 2,17,000 of Rs.10 each are allotted and for Rs.1,00,000 shares numbering 1,000 for Rs.100 each are subscribed and paid-up. All 2,18,000 shares shall be transferred to the applicants and/or their nominees, 2,17,000 shares of Rs.10 each at Rs.15 per share and 1,000 shares of Rs.100 transferred to the applicants and/or their nominees at Rs.150 per share. He has further submitted that the lessors other than the applicant shall be offered 100 times capital value of their share in the rent against releasing their right, title and interest in final plot No. 31 of T. P. Scheme No. 18 in favour of the company. The workmen of the company through the Textile Labour Association claim Rs.14,40,33,438 as outstanding dues at present. The said claim is yet to be verified and confirmed by the official liquidator. Substantial number of workmen have passed away or have retired or are working elsewhere. The workmen shall be paid their dues as confirmed by the official liquidator after verification but not exceeding their above claim towards full and final settlement of all their claims. 29. Over and above the aforesaid payment, the company shall establish centre for the development of workmen's skill to make them competitive and also to cater to the future need of educated workmen. 29. Over and above the aforesaid payment, the company shall establish centre for the development of workmen's skill to make them competitive and also to cater to the future need of educated workmen. As per the scheme, certain cells would be opened and operated on free of charge basis, which inter alia, includes legal cell, medical cell, consultation for patients cell to prepare a team of at least 100 workmen who can play the supporting role to the police authorities in case of emergency or disaster like home guard. Day care centre to look after kids. Once the scheme is sanctioned, the company would enter into the joint venture agreement and/or finance agreement to raise necessary funds to implement the scheme upon such terms and conditions as may be deemed fit and proper by the applicants. He has, therefore, submitted that the present scheme is being offered in the interest of all concerned, i.e., workers, secured creditors, statutory creditors, other creditors and equity shareholders of the company and hence, the directions sought for by the applicant for convening the meetings should be issued by this court. 30. In support of his submissions, Mr. Trivedi has relied on the decision of this court in the case of Gujarat Kamdar Sahakari Mandal v. Ramkrishna Mills Ltd. (1995) 2 GLR 1619 , wherein it is held that the approach of examining the essential nature of the scheme at the stage when it is launched and to satisfy the conscience of the court about the viability of the scheme is one which is required to be discouraged. The approach of reading section 391(1) as one providing a "check-post" and not as a "sign-post" so as to examine the scheme at its very threshold is required to be properly understood and in the opinion of this court what is expected of the court hearing the application under section 391(1) is simply to see as to whether the scheme is fair, reasonable and workable. Even if some of the provisions of the scheme may appear to be not workable or unworkable, possibility of such provisions being deleted and/or suitably amended after deliberations and exchange of views at the meeting of the concerned interests can be ruled out, and therefore, the approach of rejecting the scheme at the threshold, especially when it is sponsored by the workers' co-operative is inconsistent with the constitutional philosophy. 31. Mr. 31. Mr. Trivedi further relied on the decision of the apex court in the case of Meghal Homes P. Ltd. v. Shree Niwas Girni K.K. Samiti AIR 2007 SC 3079 , wherein it is held that when a company is ordered to be wound up, its assets, are put in the possession of the official liquidator. The assets become custodia legis. The follow up, in the absence of revival of the company, is the realisation of the assets of the company by the official liquidator and distribution of the proceeds to the creditors, workers, and contributories of the company ultimately resulting in the death of the company by an order under section 481 of the Act, being passed. But, nothing stands in the way of the company court, before the ultimate step is taken or before the assets are disposed of, to accept a scheme or proposal for revival of the company. In that context, the court has necessarily to see whether the scheme contemplates revival of the business of the company, makes provisions for paying off creditors or for satisfying their claims as agreed to by them and for meeting the liability of the workers in terms of section 529 and section 529A of the Act. Of course, the court has to see to the bona fides of the scheme and to ensure that what is put forward is not a ruse to dispose of the assets of the company in liquidation. 32. Mr. Trivedi further relied on the decision of the apex court in the case of Administrator of the Specified Undertaking of the Unit Trust of India v. Garware Polyster Ltd., AIR 2005 SC 2520 , wherein it is held that section 391 read with section 393 of the Act postulate that where a compromise or arrangement is proposed between a company and its creditors or any class of them ; or between a company and its members or any class of them, the court is required to direct holding of meetings of creditors or class of creditors or members or class of members who are concerned with such a scheme. In the event majority of the creditors representing three-fourths in value of the 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 thereto thus put to vote, whereupon, the court may consider the question of granting of sanction thereto. Section 391(1)(a) enjoins that requisite information therefor should be placed for consideration before the voters, in terms whereof the creditors or class of creditors can take an informed decision in relation thereto. The court, however, would not grant sanction to such a scheme only because the same reflects the will of the majority of the creditors or a class of them but it must consider all aspects of the matter so as to arrive at a finding that the scheme is fair, just and reasonable and does not contravene public policy or any statutory provision. 33. Mr. Trivedi further relied on the decision of the apex court in the case of Chembra Orchard Produce Ltd. v. Regional Director of Company Affairs, AIR 2009 SC 1278 , wherein it is held that an application seeking directions to convene a meeting of creditors and members to consider a scheme of amalgamation is required to be heard and decided ex parte. There is rationale for stating that the summons shall be moved ex parte and that rationale is that it is an application for an order for meeting as a preliminary step at the threshold stage and at that stage, it is not necessary for the company to give notice of hearing to the creditors, members and shareholders. If rule 67 is examined in the context of rule 73, it is clear that after summons for direction are issued as and when the meeting is ordered to be convened, the notice of the meeting is required to be given to the creditors and/or members of such other classes enumerated in rule 73. Similarly, under rule 74 advertisement of the notice of meeting is also required to be published in such newspapers and in such manner as the judge may direct. Similarly, under rule 74 advertisement of the notice of meeting is also required to be published in such newspapers and in such manner as the judge may direct. There is a clear dichotomy between the threshold stage of issuance of directions to convene a meeting and the subsequent stage of a notice of meeting which is contemplated by rule 73 and for that precise reason, rule 67 states that the summons shall be moved ex parte. If at the threshold stage of directions to convene a meeting hearing is required to be given to the members the scheme of the Companies (Court) Rules, 1959, will become unworkable. 34. In view of the above settled legal position and the underlying provisions of the scheme, Mr. Trivedi has strongly urged that the prayers made in this judge's summons may be granted and the meetings may be ordered to be convened as prayed for. 35. So far as the scheme proposed by the applicant of Company Application No. 191 of 2010 is concerned, the same is also opposed by Mr. R.M. Desai, learned advocate appearing for the applicants in Company Application No. 97 of 2010. He has submitted that the scheme is absolutely not workable. The applicant does not have any fund so as to fulfil the commitments made in the scheme. The applicant is having only 12.5 per cent. interest in the leasehold land and other co-owners of the leasehold land are opposing the scheme and hence, the court should not consider the said scheme. 36. Mr. Harshadray A. Dave and Ms. Maithili D. Mehta, learned advocates appearing for other co-owners have also opposed the scheme and submitted that the applicant has no right to present this scheme on behalf of the lessors. The majority of the lessors is objecting to the scheme and they are not agreeable to the proposed scheme. He has further submitted that the apex court has not permitted the applicant to present the scheme. If all the lessors jointly present a scheme as per the directions of the apex court, the same shall be considered by the court. They have, therefore, submitted that the prayer for convening the meetings deserves to be rejected. 37. He has further submitted that the apex court has not permitted the applicant to present the scheme. If all the lessors jointly present a scheme as per the directions of the apex court, the same shall be considered by the court. They have, therefore, submitted that the prayer for convening the meetings deserves to be rejected. 37. Having heard learned counsel appearing for the parties in both these matters and having considered their rival submissions in light of the relevant statutory provisions and decided case law on the subject, the court is of the view that no directions are required to be issued for convening the meetings of the creditors/shareholders/workers of the company (in liquidation), as prayed for in the respective company applications. It is true that an application seeking direction for convening the meetings of creditors, etc., for considering the scheme of arrangement and/or compromise and if thought fit, to approve it with or without modification, is decided ex parte and the court normally at that stage, does not go into the merits of the scheme. Such exercise is undertaken by the court when substantive petition is filed seeking sanction of the court to the scheme. This is, however, not the absolute proposition of law. In an appropriate case, the court even refuses to issue such directions. The case on hand is one of such cases, where the court does not think it just and proper, nor is it in public interest or in the interest of creditors, shareholders or workers to issue such directions. 38. The company, namely, M/s. Omex Investors Ltd., has gone into liquidation way back on October 26, 1989. More than 21 years have passed. All movables, plant and machinery and building structures were disposed of. Out of the sale proceeds realised on disposal of these assets, ad hoc payments were made to the workers and secured creditors. Now only the land of the company (in liquidation) remains to be disposed of. The movers of either of these two schemes are only interested in acquiring the land. They have no interest in reviving the company (in liquidation). Both the applicants have made it clear that they have no desire to start textile business. Applicant No. 2 of Company Application No. 97 of 2010, being the sponsor of the scheme, wants this land for expansion of its existing business of manufacturing of industrial valves. They have no interest in reviving the company (in liquidation). Both the applicants have made it clear that they have no desire to start textile business. Applicant No. 2 of Company Application No. 97 of 2010, being the sponsor of the scheme, wants this land for expansion of its existing business of manufacturing of industrial valves. The applicant of Company Application No. 191 of 2010 wants this land for commencing ready made garments business and construction activities. He also wants to develop surplus land by establishing an industrial park. For these purposes, they could have purchased this land. But they have not preferred this course as it would cost them too much, which is beyond their reach. Thus, the scheme proposed by them is neither real, genuine nor bona fide. It is merely a ruse to get the land of the company (in liquidation) at a throwaway price. 39. A dispute arose with regard to the very maintainability of these two applications. Applicant No. 1 of Company Application No. 97 of 2010 claims to be an ex-employee of the company (in liquidation). Being an ex-employee, he is considered to be the creditor of the company and any creditor of the company can move such application in view of the provisions contained in section 391(1) of the Companies Act, 1956. But here in this case, he is merely the name lender. He has no role to play nor has he made any contribution in the scheme. Applicant No. 2 is the sponsor of the scheme. But he is neither the creditor nor the shareholder of the company (in liquidation). He does not fall in any of the categories envisaged in section 391(1) of the Act. Hence, even if an application moved by them is presumed to be maintainable, the court does not think it just and proper to issue any direction for convening the meetings of creditors, etc., for considering the scheme proposed by them. 40. The applicant of Company Application No. 191 of 2010 claims to be one of the lessors of the land possessed by the company (in liquidation). Taking a cue from the interim order passed by the apex court on November 18, 2009 in S.L.P. (C). Nos. 29282-29284 of 2008 and other petitions including S.L.P. (C). 40. The applicant of Company Application No. 191 of 2010 claims to be one of the lessors of the land possessed by the company (in liquidation). Taking a cue from the interim order passed by the apex court on November 18, 2009 in S.L.P. (C). Nos. 29282-29284 of 2008 and other petitions including S.L.P. (C). No. 1866 of 2009 wherein, it is observed that an attempt should be made by the company court to see that the defunct company can be revived and those who have not moved the company court, two weeks time was granted to them, the present application is filed. It is worthwhile to note that the said order was passed by the apex court on November 18, 2009, whereas the present application is filed in July 2010, i.e., after about 8 months. The applicant claims to be one of the lessors of the land holding one-twelfth share in the leasehold land of the company. However, other lessors of the leasehold land of the company have strongly objected to the scheme. Moreover, the applicant does not have any resources to provide and generate necessary funds in the scheme. He has not disclosed the name of the party who wants to sponsor the scheme. The applicant has drawn a rosy picture in the scheme. But except bare words and false promises, there is nothing in the scheme which inspires the court to issue any direction for convening the meeting of the secured creditors, etc. Pursuant to the interim order, the applicant, though indicated his willingness to deposit Rs.125 crores, has not shown any desire to purchase the land. By taking shelter of the scheme, the applicant after discharging the liability of about Rs.50 crores, wants to take away the entire land and also to get back the remaining amount for fulfilment of the alleged scheme, which is not permissible. 41. As stated earlier, during the pendency of these two applications, an offer was made by M/s. Jay Kanan Buildcon P. Ltd., to purchase the free hold land of the company (in liquidation) bearing final Plot Nos. 32 and 33 for Rs.150 crores. It is true that the said party has subsequently backed out and reason for backing out given was that he was under the impression that the court would straightaway confirm the sale in his favour. 32 and 33 for Rs.150 crores. It is true that the said party has subsequently backed out and reason for backing out given was that he was under the impression that the court would straightaway confirm the sale in his favour. Even otherwise, the valuer has tentatively valued all the three final plots of land at about Rs.125 crores. In this view of the matter, it is neither advisable nor desirable to encourage any scheme, looking to the peculiar facts of this case, which at the most requires the sponsor of the scheme to spend about Rs.50 crores for discharging the liabilities of all secured creditors, workers, shareholders and even to some extent, unsecured creditors. After spending this amount of Rs.50 crores, they would get the property worth more than Rs.125 crores or Rs.150 crores. Precisely for this reason, the movers of the scheme are not interested in purchasing the land and instead of that, they have opted for the scheme. If the land in question is allowed to be sold it would fetch more than Rs.150 crores. In that case all parties, namely, secured and unsecured creditors, workers as well as the shareholders would get more than the amount which is assured to them under the scheme. Considering this fact, no useful purpose would be served in issuing any direction for convening the meetings of the creditors, etc. 42. The apex court judgment referred to above is in relation to the leasehold land of the company (in liquidation) and it operates only against sale of the leasehold land. However, there is no embargo for sale of freehold land of the company (in liquidation). The apex court has not issued any direction even to go for a scheme in respect of freehold land. It is, therefore, open for the court to reject both these applications which, inter alia, includes the consideration of the proposed scheme in respect of freehold lands. The freehold land, therefore, can straightaway be put to sale, keeping aside for the time being the sale of the leasehold land and such leasehold land can separately be dealt with after the outcome of the apex court judgment in the pending matter. The freehold land, therefore, can straightaway be put to sale, keeping aside for the time being the sale of the leasehold land and such leasehold land can separately be dealt with after the outcome of the apex court judgment in the pending matter. In this view of the matter, while rejecting both these applications, the court hereby directs the official liquidator to separately identify the lands of all the three final plots either by erecting wire fencing or by any other mode and put to sale the lands bearing final plot Nos. 32 and 33 admeasuring about 36,250 sq. meters and 6,858 sq. meters, fixing upset price at about Rs.150 crores and earnest money deposit at about Rs.15 crores and issue public advertisements in two leading newspapers of Ahmedabad namely, The New Indian Express, English daily and Divya Bhaskar Gujarati daily, inviting offers from intending purchasers and place the offers so received, before the court in sealed cover on October 22, 2010. The advertisements as directed be issued on or before September 30, 2010. 43. Since the judgments cited by learned counsel appearing for the applicants are not applicable to the facts of the present case, and they are clearly distinguishable on facts, they would not under any assistance to the applicants. 44. Subject to the aforesaid directions and observations both these applications are accordingly disposed of, as rejected.