( 1 ) THIS appeal arises out of the judgment and order passed by Salil K. Roy Chowdhury J. on the 13th day of July, 1976, in an application by the contributories of Tatanagar Iron Foundry Co. Ltd. (in liquidation) under Sections 391 (1), 392 and 393 of the Companies Act for framing of a scheme and for convening separate meetings of the unsecured creditors and shareholders of the company. The learned judge dismissed the said application. It appears that the learned judge dismissed the said application mainly on two grounds. Firstly, the learned judge held that on a true construction of Section 391 (1), the said application by the contributories of the company was not maintainable as the company was in liquidation, It is the view of the learned judge that when the company is in liquidation, an application for sanction of a scheme can only be made by the official liquidator. The second ground of dismissal of the said application by the learned judge was that the said application was not bona fide and, on the merits, no proper case had been made out.

( 2 ) MR. Mukherjee, learned counsel appearing in support of this appeal, has contended before us that the views expresse