JUDGMENT- D.G. KARNIK, J.:---ICICI Limited (hereinafter called as 'Transferror Company') which is the applicant herein has proposed a scheme of arrangement by way of amalgamation/merger into ICICI Bank Limited (hereinafter called as 'Transferee Company').

2. By this petition under section 391 of the Companies Act, 1956, the applicant seeks a direction to convene a meeting of the equity share holders of the applicant company. No direction is sought to convene a meeting of the creditors or any class of the creditors of the applicant company. It was contended that merger of a company with another involves only an arrangement between the company and its members and as such it is not necessary to order convening of a meeting of the creditors or any class of them and it is not necessary to obtain their consent for the proposed amalgamation.

3. There are three types of arrangements which are common, namely, i) An arrangement between a company and its members; ii) An arrangement between a company and its creditors; and iii) A composite scheme in which the members as well as creditors of the company are part of a compromise or arrangement.

4. It was contended that in the case falling under

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