A shareholder of a company in liquidation does not have locus standi to make an application under Order 21, Rule 90 of the Code of Civil Procedure to set aside a sale of the company's property, as the shareholder has no legal or equitable interest in the property and the shareholder's interest in the surplus assets of the company is too remote to be considered an interest affected by the sale.

( 1 ) THIS is an appeal against an order whereby Ray, J. dismissed the application made by two shareholders of a company in liquidation, for setting aside of a sale under Order 21, Rule 90 of the Code of Civil Procedure. The facts are briefly as follows: Bhagawandas Kalla, Gobordhandas Kalla and Bulakidas Kalla were the owners of a piece of land measuring 5. 87 acres with structures at Lillooah (hereinafter referred to as the "said Lillooah property" ). In January, 1957 the Kalla properties and Industrial Corporation Ltd. were incorporated under the Indian Companies Act (hereinafter referred to as the "said Act" ). It is stated that one of the primary objects of the said company was to take over the said "lillooah Property" and premises No. 143/1/1, Cotton Street in Calcutta. The company had a nominal capital of rupees one crore divided into 5000 shares of 5 per cent tax free cumulative preference shares of Rs. 100 each and 9,50,000 equity shares of Rs. 10 each. The paid up capital was Rs. 28,01,010. Shyamlal Purohit is a registered holder of 47,725 ordinary shares of Rs. 10 each, 1050 preference shares of Rs. 100 each, and 12,500 deferred shares of Rs. 5 each. Kamal Kamini Devi is a registered holder of 400 equity shares of Rs. 10 each, since its incorporation. By a conveyance dated 31st October, 1950 the said company purchased the said "lillooah property" for a consideration of Rs. 15,00,000 from the Kallas. We are concerned in this case with the "lillooah property. " On or about the 12th June 1951 the said company mortgaged the said "lillooah property" and the Cotton Street property to Jagannath Roy and Balaram Roy of Bhagyakul for Rs. 3,25,000. In the year 1952 the Bhagyakul Roys filed a mortgage suit being suit No. 4606 of 1952 (Jagannath Roy and Anr. v. Kalla Properties and Industrial Corporation and Ors.) for enforcement of their mortgage. Thereafter, certain leases and subleases were granted of the said mortgage property, but I do not think they are very relevant for our purpose. On the 11th June, 1956 a mortgage decree was passed in the said mortgage suit, in favour of Roys of Bhagyakul by consent of parties, entitling the mortgagees to bring the mortgaged properties to sale without obtaining any further decree. In August 1962 an application was made by the said Kamal Kamini Devi, supported by the said Shyamlal Purohit, for the winding up of the said company by Court and on 9th August 1962 the Official Liquidator was appointed as the provisional liquidator and was directed to take possession of the said company forthwith. On the 15th January, 1963 an order was made for the winding up of the said company and the official liquidator was appointed liquidator. By the said order the Court inter alia directed the official liquidator to frame a scheme of the partition of the properties of the said company after valuation, for the purpose of distribution amongst the shareholders after payment of the mortgage claim and to go into the account of the company, particularly the drawings of the shareholders and directors from time to time and take into consideration the liabilities of the company. On or about the 13th August, 1966 the mortgagees brought the "lillooah property" to sale in two lots, which were purchased by Messrs. Bengal Properties Ltd. On or about the 8th September, 1966, the said Shyamlal Purohit and Kamal Kamini Devi caused a letter to be written to the official liquidator requesting him to make an application for setting aside the sale. The official liquidator by his letter dated the 9th September, 1966 stated as follows:--"as Sm. Kamal Kaminl Debi is one of the petitioning creditors she has as much interest in setting aside the sale of the property as the Official Liquidator. Your client is, therefore, asked to move the application for setting aside the sale if so advised. "on or about the 9th September, 1966 the said Shyamlal Purohit and Kamal Kaminl Devi (hereinafter referred to as the "said peti