Judgment :- BALAKRISHNA AYYAR J. The property which forms the subject-matter of these proceedings is a building on Macdonald's Road, Tiruchirapalli Cantonment. A limited liability company, called the Trichinopoly Automobiles Ltd., owned that building and was doing its business there. The Vasudeva Funds Ltd., a banking concern in Tiruchirapalli, lent Rs. 50, 000 to the Automobiles Ltd. The date when the loan was made was not mentioned to us, but it must have been some time prior to April, 1948. In that month, the Indian Bank Ltd. lent a sum of Rs. 1, 00, 000 to the Automobiles Ltd., on the mortgage of this and other properties. The Indian Bank sued on the mortgage in its favour, and, on 12th December, 1950, obtained a decree for Rs. 1, 05, 000, and odd. On 28th September, 1951, the Vasudeva Funds obtained a decree for Rs. 49, 000 and odd. Some time before 2nd December, 1953, - here too the date was not mentioned to us - the Indian Bank Ltd. filed an execution petition for the sale of the hypotheca. While that execution petition was pending, the Vasudeva Funds brought the property to sale and at a court sale held on 21st December, 1953, it purchased the property for Rs. 11, 005. This purchase was, of course, subject to the mortgage in favour of the Indian Bank. The sale of the property in execution of the decree which the Indian Bank had obtained was proclaimed for 24th February, 1954. On that date, the Vasudeva Funds filed E.A. No. 360 of 1954 for adjournment of the sale by three months. But that application was dismissed. The property was then sold and purchased by Chellappa Chettiar for Rs. 55, 000. On 24th March, 1954, the Vasudeva Funds filed E.A. No. 574 of 1954 for setting aside the sale on various grounds. At the same time, it filed E.A. No. 575 of 1954 praying that the personal security of the petitioner be accepted and the petition for setting aside the sale proceeded with. Both the applications were opposed. Over the date 26th March, 1954, the following appears in the notes paper of E.A. No. 574 of 1954"The petitioner prays to set aside the sale held on 24th February, 1954, and posted for confirmation to 8th April, 1954. Personal security offered. Both the applications were opposed. Over the date 26th March, 1954, the following appears in the notes paper of E.A. No. 574 of 1954"The petitioner prays to set aside the sale held on 24th February, 1954, and posted for confirmation to 8th April, 1954. Personal security offered. Notice 5th April, 1954." This part of the note appears to be in the handwriting of an officer of the court and below that the initials of the Subordinate Judge appear. The notes paper shows that on 5th April, 1954, the notice ordered on 26th March, 1954, having been given, counter was filed, and the petition was ordered to be taken up on 6th April, 1954. On that date the petitioner was ordered to deposit cash or furnish security of immovable property by 10th April, 1954. That day the judge was on leave and so the petition was adjourned to 12th April, 1954. On that date the petition to set aside the sale was dismissed on the ground that security as ordered was not furnished Meantime, that is to say, on 26th March, 1954, one Vaidyanatha Iyer, a shareholder in the Trichinopoly Automobiles Ltd., filed E.A. No. 584 of 1954 to set aside the sale. Among others, he urged the ground that the managing director of the Trichinopoly Automobiles Ltd. had been acting in fraud of the company and that Chellappa Chettiar, the court auction purchaser, was his own nominee. At the same time a separate application for accepting personal security was filed. On that, notice was ordered to 5th April, 1954. On 5th April, 1954, the petition was ordered to be called on 6th April, 1954. The petition was then adjourned to 10th April, 1954, and re-posted on that date to 12th April, 1954. This petition too was dismissed on the ground that security was not furnished as ordered Against the orders dismissing the two petitions the present appeals have been filed. C.M.A. No. 316 of 1954 has been filed by Vaidyanatha Iyer and C.M.A. No. 387 of 1954 by the Vasudeva Funds Ltd. The former may be first disposed ofMr. This petition too was dismissed on the ground that security was not furnished as ordered Against the orders dismissing the two petitions the present appeals have been filed. C.M.A. No. 316 of 1954 has been filed by Vaidyanatha Iyer and C.M.A. No. 387 of 1954 by the Vasudeva Funds Ltd. The former may be first disposed ofMr. C. R. Pattabhiraman the learned advocate for the Indian Bank took the objection that the petitioner, Vaidyanatha Iyer, is only a shareholder in the Trichinopoly Automobiles Ltd., that the property which was sold was the property of the Automobiles Ltd., and not of the petitioner and that therefore he has no locus standi in the matter at all. On the other side, the reply was this. The first paragraph of Order XXI, rule 90, Code of Civil Procedure, runs as follows "Where any immovable property has been sold in execution of a decree, the decreeholder 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 the sale aside ......." * The petitioner, being a shareholder in the company, is a person whose interest are affected by the sale and he is therefore entitled to object. Reference was made to certain well known cases. The earliest of these is Hoole v. Great Western Railway Co. (3 Ch. App. 262), where it was held, "an individual member of a corporation may maintain a bill in his own name, without suing on behalf of other persons as well as himself, to restrain the corporation from doing an act which is ultra vires." * The next case is Burland v. Earle 1902 AC 83). The second paragraph of the head note to the report runs follows "The company must sue to redress a wrong done to it; but if a majority of its shares are controlled by those against whom relief is sought, the complaining shareholders may sue in their own names, but must show that the acts complained of are either fraudulent or ultra vires." * The third case is Vadilal v. Maneclal 49 Bom 291). The plaintiff there was a shareholder of the defendant company. The plaintiff there was a shareholder of the defendant company. He alleged that the firm of the first defendant, as agents of the company, had been guilty of fraud and that it had taken advantage of its fiduciary position to obtain pecuniary advantages for itself. The plaint was filed on March 7, 1919, and on April 1, 1919, an extraordinary meeting of the defendant-company was held at which the plaintiff's suit was repudiated and the company affirmed the course of dealings which the managing agents had taken. At that meeting, the plaintiff was the sole dissentient. The trial court held that the plaintiff could not maintain the suit, since the majority of the company did not desire the action to be brought. On appeal, the decision was reversed and the suit was remanded for re-trail. Marter J. observed "Where fraud is alleged and where consequently it is alleged that the suit is within one of the recognised exceptions to the principles laid down in Foss v. Harbottle (1843 2 Hare 461), it will, I think, in general be found that the case is allowed to go to trail to ascertain the facts before it is finally determined whether the action of the majority can in fact bind the minority." * It was stated on behalf of the appellant that the property of the company had been sold to Chellappa Chettiar at an unconscionably low price as a result of collusion between him and the managing director of Trichinopoly Automobiles Ltd., and that if the petitioner is not permitted to intervene, the company would be put to loss and through the company the petitioner also. On the other side, Mr. Pattabhiraman argued that the contention of counsel for the appellant runs counter to all established legal notions about the position of a limited liability company. A shareholder is not in any sense of the word an owner or part owner or co-owner of any of the properties of the company. The legal ownership of the property is vested in the company and only in the company. The company can act only through its accredited representatives - accredited in the manner prescribed by its constitution. A shareholder is not in any sense of the word an owner or part owner or co-owner of any of the properties of the company. The legal ownership of the property is vested in the company and only in the company. The company can act only through its accredited representatives - accredited in the manner prescribed by its constitution. If an individual shareholder feels that the managing directors are acting in fraud of the company or otherwise to its and his detriment, steps must be taken in the manner provided in the constitution of the company and the Companies Act. He referred in this connection to the decision in Chiranjitlal Chowdhuri v. The Union of India and Others 1950 SCR 869 ; On page 898 it is stated ".... The fundamental rights guaranteed by the Constitution are available not merely to individual citizens but no corporate bodies as well except where the language of the provision or the nature of the persons. An incorporated company, therefore, can come up to this court for enforcement of its fundamental rights and so may the individual shareholders to enforce their own; but it would not be open to an individual shareholder to complain of an act which affects the fundamental rights of the company except to the extent that it constitutes an infraction of his own rights as well. This follows logically from the rule of law that a corporation has a distinct legal personality of its own with rights and capacities, duties and obligations separate from those of its individual members. This follows logically from the rule of law that a corporation has a distinct legal personality of its own with rights and capacities, duties and obligations separate from those of its individual members. As competent to one person to seek to enforce the right of another except where the law permits him to do so." * Again page 899 "It is settled law that in order to redress a wrong done to the company, the action should prima facie be brought by the company itself." Again on page 930 "In my opinion, although a shareholder may, in a sense, be interested to see that the company of which he is a shareholder is not deprived of its property, he cannot, as held in Darnell v. Indiana (226 U.S. 388), be heard to complain, in his own name and on his own behalf, of the infringement of the fundamental right to property of the company for, in law, his own right to property has not been infringed as he is not the owner of the company's properties. An interest in the company owning an undertaking is not an interest in the undertaking itself. The interest in the company which owns an undertaking is the 'property' of the shareholder under article 31(2), but the undertaking is the property of the company and not that of the shareholder and the latter cannot be said to have a direct interest in the property of the company. This is the inevitable result of attributing a legal personality to a corporation." It seems to us that the preliminary objection must prevail A shareholder is no doubt interested in the property of the company in which he holds shares; if the property is not properly looked after and administered, the shareholder would naturally suffer in his pocket. But this does not mean that every shareholder, who apprehends that the property of the company is being mismanaged or is even fraudulently disposed of, is entitled to come to court in the manner the petitioner has done. It is easy to see that if such a course were permitted, the business of the company can be brought to a complete standstill when differences of opinion exist among the members of the company. One legal effect of incorporation is to vest the ownership of the property in the company, which acquires a separate legal existence. It is easy to see that if such a course were permitted, the business of the company can be brought to a complete standstill when differences of opinion exist among the members of the company. One legal effect of incorporation is to vest the ownership of the property in the company, which acquires a separate legal existence. The property has to be managed by the directors, subject to the control of the shareholders and the provisions of the constitution of the company. If the directors misbehave, they can be removed. If they are able to get the backing of the majority and threaten to use the majority to oppress the minority, that will be an occasion when the court will interfere. The petitioner alleges that the managing director has perpetrated a fraud on the company in collusion with Chellappa Chettiar. In respect of such a conduct, the petitioner has a specific remedy provided under section 153-C of the Indian Companies Act. The first sub-section of its runs as follows "Without prejudice to any other action that may be taken, whether in pursuance of this Act or any other law for the time being in force, any member of a company who complains that the affairs of the company are being conducted - (a) in a manner prejudicial to the interests of the company, or (b) in a manner oppressive to some part of the members (including himself) may make an application to the court for an order under this section." * And then elaborate provisions follow as to what the court might do on such an application being made. If the allegation of the petitioner that there had been fraudulent collusion between the managing director and Chellappa Chettiar is true, he can get sufficient and adequate relief by bringing an application asking that the property which Chellappa Chettiar has acquired be brought back and returned to the company In the result C.M.A. No. 316 of 1954 is dismissed with costs.