S.S. NIJJAR, J.:---The petitioner under sections 391 and 394 of the Companies act, 1956 has been filed for the sanction of a scheme of compromise/arrangement, hereinafter referred to as "the 1996 agreement." This compromise agreement has been arrived at between the petitioner and its preferential and unsecured creditors whereby the petitioner shall sell on "as is where is" and on "as is what is" basis, its immoveable property comprising of land and building situate at B-2 Laxmi Industrial Estate, Goregaon, Bombay-400 090 (hereinafter referred to as "the Goregaon Property") in such a manner to ensure that the entire sale proceeds are received within one year from the date of agreement of sale and pay firstly to the preferential creditors and secondly to the unsecured creditors of the petitioner, in final satisfaction of all claims, the principal amounts due to them as on 31st March, 1996 as per the audited accounts of the petitioner company.

2.The petitioner is a company incorporated under the Companies Act and has registered office at B-2 Laxmi Industrial Estate, Goregaon (West), Bombay 400 090 (hereinafter referred to as "Bedrock"). Bedrock was incorporated on or about 5th April 1979 as a Private Limited Company registered under No. 21169 of 79 with the Registrar of Companies, Maharashtra. The authorised capital of Bedrock is Rs. 25 lakhs divided into 25,000 equity shares of the face value of Rs. 100/- each. The issued, subscribed and paid-up capital of Bedrock is Rs. 15 lakhs divided into 15,000 equity shares of Rs. 100/- each. The objects for which Bedrock was formed are set forth in the Memorandum of Articles of Association of the Company. The main objects for which the Company was incorporated are as follows :

"1. To enter into Partnership in the business carried on by Shri Narayan Prasad Poddar, Shri Dharaprasad Poddar, Mahabir Prasad Poddar, Shri Ram Prasad Poddar and Shri Baluram Poddar in partnership under a partnership deed dated 16th December, 1965, in the firm name and style of MESSRS BEDROCK TYRE AND RUBBER COMPANY at 6-B, Court Chambers, 35, New Marine Lines, Bombay - 400 020 or elsewhere of manufacturing and dealing in rubbers, tyres and tubes and materials of all kinds which are being used or capable of being used in tyre, tube and rubber industries and for that purpose to enter into and carry into effect with such (if any) modifications and/or alterations as may be agreed upon an agreement which has been prepared and expressed to be made between the said M/s. Narayan Prasad Poddar, Dharaprasad Poddar, Mahabir Prasad Poddar, Ram Prasad Poddar and Baluram Poddar and the Company.

2. To manufacture, produce, process, press, vulcanise repair, retread, re-sole, mould, extrude, regenerate, combine, mix, export and import and deal in all types of tyres, semi-tyres, inner tubes, flaps, medical and dipper rubber products, rubber tiles, toys, rubberised cloth, rubber belts, O seals, V belts, moulded and extruded products of commercial , household and industrial uses.

3. To manufacture, process, mix vulcanise, regenerate, import, export and deal in all varieties of rubber, synthetic rubber, reclaim rubber, rubber compounds, rubber repairs, materials, rubber combination, with any metallic or nonmetallic substances, rubber chemicals, synthetic resins, foam and sponge rubber and products therefrom."

Bedrock is the owner of the Goregaon property. The said property is lying unutilised due to the closure of manufacturing activities since 1987. In or about November, 1989 disputes arose among the members of the Poddar family who were the Shareholders/Directors of Bedrock. Last Annual General Meeting of Bedrock prior to the disputes, being the 11th Annual General Meeting became the subject-matter of Suit No. 6092 of 1991 in the Bombay City Civil Court and the Appeal from Order being A.O. No. 898 of 1991. Because of the deadlock the Annual General Meeting of Bedrock was not held within the time prescribed by law. One of the memb