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38. The decision of the Gujarat High Court in National Dairy Development Board's case (supra) is also clearly distinguishable on facts. There the Company, viz., Bhavnagar Vegetables Pvt. Ltd. had incurred huge loss and one of the creditors instituted a petition under Section 434, read with Section 439 of the Companies Act, for winding up of the said Company and the petition was admitted. In the course of proceedings, a scheme for compromise/arrangement was submitted by the appellant Tungabhadra Industries Ltd. (TIL). Before the said scheme could be sanctioned under Section 391 of the Act, National Dairy Development Board (NDDB) proposed a scheme of its own and thus there were in the field two Schemes. The scheme submitted by TIL was accepted by requisite majority and a petition was instituted for sanctioning the scheme. Before the final order could be passed by the Court on the said scheme, the NDDB had proposed its own scheme. The learned Company Judge issued a direction to consider the scheme proposed by NDDB and it appears that this was opposed by equity shareholders though under the scheme, they were getting 10 paise per share as against Rs. 10 per share offered by NDDB. The NDDB revised its offer by offering Rs. 15 per share in place of Rs. 10 per share. The TIL also increased its offer from 10 paise per share to Rs. 10 per share as against the Rs. 15 per share offered by NDDB. The Banks to whom the Company owed a very large sum by way of secured loans of the order of Rs. 80 lakhs withdrew their support to TIL scheme. In view of the withdrawal of the support by the Banks, the scheme as put forward by TIL was withdrawn by its sponsor. In these circumstances, the NDDB took out judges summons for substitution of its name in place of sponsor of TIL scheme and for modification of the said scheme to bring it in line with the NDDB scheme. The scheme was opposed by (1) equity shareholders; (2) a section of the workers; and (3) TIL which itself not made any application for sanctioning the scheme. Ultimately even the workers and shareholders also accepted the NDDB scheme and it came to be sanctioned by the Company Judge. Against the decision of the Company Judge an appeal was filed by TIL which had no interest save and except the satisfaction that the NDDB scheme is frustrated and injury is caused to secured creditors, unsecured creditors and workers, all of whom stand to lose and an industrial unit which had started functioning will have to be closed down. The only submission urged on behalf of the TIL was that the order for substitution of the sponsor in original scheme, as modified subsequently is contrary to law inasmuch as no such application for substitution could have been made unless the original scheme was sanctioned. The Division Bench following the law laid down in S.K. Gupta's case (supra) held that, in exercise of powers under Sections 391 and 392 of the Companies Act it is competent for the Company Court to substitute one party as sponsor in place of some other party as sponsor and omission of the original sponsor of the scheme of compromise or arrangement and substitution of another one in its place would not change the basic fabric of the scheme. It was held that there is nothing in S.K Gupta's case (supra) which would go to suggest that sanctioning of a scheme of the original sponsor is a condition precedent for exercising power of substitution under Section 392 of the Act and that such substitution can only fall on the heels of sanction accorded to the scheme proposed by the original sponsor in which original sponsor figures as party to the compromise. The power of modification by substituting one sponsor by another could be exercised by court at any point of time when the question of sanction of a scheme arises. It is thus seen the Court allowed substitution as the original sponsor withdrew from the scheme and without substitution the scheme would have failed leading to closure of the Unit.