( 1 ) THE company petition is filed under Sections 391 to 394 of the Companies act, 1956 ('act' for short), with a request to sanction the scheme of arrangement so as to be binding on all the members, secured creditors and unsecured creditors of the respondent-company as well as the respondent-company in liquidation. The first petitioner is though a member of the company is not the propounder of the scheme. The second petitioner who seems to be the propounder of the scheme is neither the shareholder nor the creditor of the company in liquidation.

( 2 ) M/s. Surgical and Pharmaceuticals Company (Mysore) Limited, the company in liquidation was incorporated under the provisions of the companies Act, 1956 and prior to its winding up by this Court by an order made on 4-8-1980 in Co. P. No. 35 of 1978, was carrying on the business of manufacture and sale of surgical cotton, dressing bandage cloth and gauze cloth, etc. In view of winding up order, the official liquidator attached to this Court has become the liquidator of the company by virtue of the provisions of Section 449 of the Act and has taken over the assets of the company in liquidation.

( 3 ) THE State Bank of Mys