Sinha, C.J. - (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 petitioners") made an application to this Court for setting aside the sale held on 13th August 1966 by the Registrar of this Court in the said mortgage suit of the said "Lillooah property", under Order 21, Rule 90 of the Code of Civil Procedure, on the ground that there was material irregularity and fraud in publishing and conducting the sale. This application was resisted, both by the mortgagees as well as by the purchaser. This application came up for hearing before Ray, J. and by his order dated 25th November 1966 the application was dismissed with costs, principally on the ground that the petitioners had no locus standi to maintain the application. It is against this order that this appeal is directed.
(2.)The provisions of Order 21, Rule 90 of the Code of Civil Procedure are as follows:--
"Application to set aside the sale on the ground of irregularity or fraud.-- (1) Where any immoveable property has been sold in execution of a decree, the decree-holder or any person entitled to share in a rateable distribution of assets, or whose interests are affected by the sale, may apply to the Court to set aside the sale on the ground of a material irregularity or fraud in publishing or conducting it: Provided that no sale shall be set aside on the ground of irregularity or fraud unless upon the facts proved the Court is satisfied that the applicant has sustained substantial injury by reason of such irregularity or fraud."

(3.)It has been argued before us, that the petitioners, the appellants before us are persons "whose interests are affected by the sale" and as such they have locus standi to make the application to set aside the same. Therefore, the point is a short one, but as will presently appear, is a question of first impression and the decided cases throw light upon it, but do not definitely solve the problem. In other words, it will be found that none of the decided cases have dealt with the specific question as to whether any shareholder of a company in the process of compulsory winding up has a locus standi to make an application under Order 21, Rule 90 of the Code of Civil Procedure for setting aside the sale of a property belonging to the company. This is precisely the point which will have to be answered in this case.