S. R. NAYAK, J. ( 1 ) I have read in draft the judgment of my learned Brother L. Narasimha Reddy, }. With considerable diffidence, however, I am unable to agree with His Lordship s opinion to allow the appeal and set aside the order of the learned Company Judge dated 13-5-2001 in C. A. No. 475 of 2001, and, therefore, I propose to state my reasons for the dissent. ( 2 ) AT the threshold, the question regarding maintainability of this Appeal was raised by Sri S. Ramachandra Rao, learned Senior Counsel appearing for 1st respondent and, therefore, it becomes necessary for us to decide that question in the first instance. ( 3 ) THIS OSA is filed under Section 483 of the Companies Act, 1956 (for short, the Act), against the order of the learned Company judge in C. A. No. 475 of 2001 in C. A. No. 53 of 1999 in R. C. C. No. 8 of 1998 dt. 13-5-2001. The appellant, namely, Bysani Anjaneyulu, was not a party in the Company Application and he has preferred this Appeal seeking leave of the Court. The background facts leading to the filing of this Appeal be noted briefly, and they are as follows: the Company by name sri Ramalingeswara Agro Processors (Pvt.) limited was ordered to be wound-up on the recommendations of the Board for Industrial and Financial Reconstruction (for short, bifr ). In view of the orders passed by the bifr, RCC. No. 8 of 1998 came to be instituted in the Company Court. The A. P. Industrial Development Corporation, the 2nd respondent herein, being one of the creditors of the Company, brought out sale of the assets of the Company in exercise of its power under Section 29 of the State financial Corporations Act, 1951. It is stated that after few attempts, M/s. Trilinga technical and Management Consultant (Pvt.) Limited, the 1st respondent herein, came forward to offer an amount of Rs. 42 lakhs as sale consideration. On an earlier occasion, complaining that the principles laid down by the Apex Court in its judgment in Mahesh Chandra v. State of U. P. were not followed, the Company represented by A. Rajendra Prasad, its authorized signatory, filed W. P. No. 24234 of 1998 praying for the following relief:". . . . . . 42 lakhs as sale consideration. On an earlier occasion, complaining that the principles laid down by the Apex Court in its judgment in Mahesh Chandra v. State of U. P. were not followed, the Company represented by A. Rajendra Prasad, its authorized signatory, filed W. P. No. 24234 of 1998 praying for the following relief:". . . . . . THE High Court will be pleased to issue any appropriate writ, order or direction, preferably a writ in the nature of mandamus declaring the action of the respondents 1 and 2 in seizing and selling and conveying the petitioner-Company unit viz. , Sree ramalingeswara Agro Processors (Pvt.) Ltd. , in favour of the 4th respondent as illegal and violative of art. 14 of the Constitution of India and consequently direct the respondents 1 and 2 not to enter into any further agreements with the 4th respondent in respect of the petitioner-Company unit. "that writ petition was finally heard and disposed of by order dated 7-9-1998 by one of us (S. R. Nayak, J.) with the following directions:"after hearing the learned counsel for the parties, I dispose of the writ petition directing the respondents not to finalise the sale of the petitioner s unit made in favour of the 4th respondent till 13-9-1998. No costs. However, it is made clear that if the petitioner fails to purchase the assets for Rs. 42 lakhs as claimed by him in his representation, it is open for the respondents 1 and 2 to finalise the same made in favour of the 4th respondent after 13-9-1998. "since the Company did not comply with the conditional order made by this Court in the above writ petition, the 2nd respondent confirmed the sale in favour of the 1st respondent. At that stage, the appellant herein filed W. P. No. 29628 of 1998 in this court praying for the following relief:". . . . . . . . . . . . At that stage, the appellant herein filed W. P. No. 29628 of 1998 in this court praying for the following relief:". . . . . . . . . . . . THE High Court will be pleased to issue any appropriate writ, order or direction, preferably a writ in the nature of mandamus, declaring the action of respondents 1 and 2 herein in handing over the 5th respondent s unit to the 4th respondent herein as illegal, violative of Art. 14 of the Constitution of India and consequently direct the respondents 1 and 2 to set aside all proceedings issued by them in favour of the 4th respondent herein in the matter of delivery of the 5th respondent Company s unit situated at uppugunduru, N. G. Padu Mandal, prakasam District to the 4th respondent and to deliver the said unit to the petitioner. "the learned single Judge having regard to the pleadings of the parties framed the following points for consideration: (1) Whether the sale in favour of R-4 is in accordance with the guidelines formulated in Mahesh Chandra s case (1 supra); and (2) Whether the offer of the petitioner is bonafide ? the learned single Judge on appreciation of the entire materials on record and the case law on point answered both the questions against the appellant herein and finding no merit in the writ petition dismissed the writ petition by order dated 22-1-1999. The appellant, being aggrieved by the said order, preferred W. A. No. 126 of 1999. When the said writ appeal was pending, it appears, the official Liquidator, filed C. A. No. 53 of 1999 assailing the validity of sale of the assets of the Company by the 2nd respondent in favour of the 1st respondent. In the said company Application, the main complaint was non-compliance of the mandatory provisions of Section 537 of the Act. ( 4 ) THE Division Bench, before which the writ appeal was posted for final hearing, thought it appropriate to hear and dispose of the writ appeal along with C. A. No. 53 of 1999. The Division Bench, by its Judgment and order dated 8-5-2001 disposed of w. A. NO. ( 4 ) THE Division Bench, before which the writ appeal was posted for final hearing, thought it appropriate to hear and dispose of the writ appeal along with C. A. No. 53 of 1999. The Division Bench, by its Judgment and order dated 8-5-2001 disposed of w. A. NO. 126 of 1999 and C. A. No. 53 of 1999 holding"thus, on a reading of the aforementioned provision, it is clear that when the Company is being wound-up subject to the supervision of the Court, any sale held without the leave of the Court or any transfer of properties of the company after such commencement shall be void. In other words, the above provision clearly prohibits a sale or any transfer of the property without the specific leave of the Court. Admittedly, in this case, the mandatory provisions have been violated. Further, the learned counsel appearing on behalf of the A. P. Industrial Development Corporation fairly conceded that no leave was obtained. Since the mandatory provision as contained in Section 537 has been violated, we are inclined to hold that the sale made in favour of the 4th respondent is void. We, however, make it clear that we have not gone into the merits of the case as to whether the sale in favour of the 4th respondent was legal and valid. But, we have set aside the sale only on the sole ground that there is an infraction of the statutory provision. Further, we leave it open to the company Court to decide the issue in company Application No. 53 of 1999. Liberty is given to the parties concerned to press their respective contentions before the Company Court in Company Application No. 53 of 1999. The Company Court shall dispose of the application after duly hearing the parties in accordance with law. The writ appeal is dismissed and consequently Company application is allowed only on the sole ground that the permission of this Court has not been obtained. We leave it open to the a. P. Industries Development corporation to approach the Company court for seeking permission and to proceed further in the matter in accordance with law. "the appellant herein, being aggrieved by the above order made by the Division Bench insofar as it dismissed W. A. No. 126 of 1999, preferred Special Leave Petition to the supreme Court and the same was dismissed by the Supreme Court. "the appellant herein, being aggrieved by the above order made by the Division Bench insofar as it dismissed W. A. No. 126 of 1999, preferred Special Leave Petition to the supreme Court and the same was dismissed by the Supreme Court. Neither the Division bench of this Court nor the Supreme Court have disagreed with or dissented from any of the findings recorded by the learned single Judge and therefore, the appellant is bound by the findings recorded by the learned single Judge. ( 5 ) IN the meanwhile, the 1st respondent herein filed two applications, being C. A. No. 474 of 2001 to implead it as a party- respondent in C. A. No. 53 of 1999 and c. A. No. 475 of 2001 with a prayer to confirm the sale of the Company effected by the 2nd respondent in its favour. The learned company Judge ordered C. A. No. 474 of 2001 and thereafter took up C. A. No. 475 of 2001 for consideration. The learned company Judge has opined that the sale in question squarely falls under Sec. 537 (1) (b) of the Act. However, the learned Company judge ordered C. A. No. 475 of 2001 on the ground that the 1st respondent made payment of the entire sale consideration way back in the year 1988 and that it might have incurred interest on the amount deposited and also taking into account the fact that the sale effected by the 2nd respondent in favour of the 1st respondent was transparent and fair. Hence this appeal under Section 483 of the Act by the appellant herein. ( 6 ) IN order to hold that this appeal filed by the appellant/third party is maintainable under Section 483 of the Act, it becomes necessary for the Court to decide whether the appellant is prejudicially affected by the order impugned in this appeal, whether the 1st respondent and/or the Company Court was under a legal obligation to implead the appellant as a party-respondent in C. A. No. 475 of 2001 and the incidental question whether the appellant herein could be treated as a party concerned within the meaning of that phrase occurring in the order of the Division Bench in W. A. No. 126 of 1999 dated 8-5-2001. ( 7 ) MEETING the contention of Sri S. Ramachandra Rao, learned counsel for the 1st respondent, that this appeal is not maintainable, because of the orders made by this Court in W. P. No. 29628 of 1998, w. A. No. 126 of 1999 and that of the supreme Court in the Special Leave Petition in which proceedings also the appellant sought virtually the same reliefs and failed everywhere, and that the present attempt of the appellant in filing this appeal is nothing but desperate attempt of a sinking man, and it tantamounts to abuse of the process of law, the only submission of Sri S. Ravi, learned counsel for the appellant is that both the 1st respondent and the Company Court were under a legal obligation to implead the appellant herein as a party respondent to c. A. No. 475 of 2001 and since they have not impleaded the appellant as a party respondent to that Company Application, the appellant has a right to prefer the appeal against the order made in C. A. No. 475 of 2001 as provided under Section 483 of the act. When we pointedly asked Sri S. Ravi, learned counsel appearing for the appellant to trace the obligation on the part of the 1st respondent or the Company Court to implead the appellant herein as a party- respondent to C. A. No. 475 of 2001 with reference to any of the provisions of the Act or otherwise, learned counsel was not in a position to trace such obligation on the part of the 1st respondent or the Company Court. Therefore, we may take it that in terms of the act there was no obligation on the part of the 1st respondent when it filed C. A. No. 475 of 2001 or the Company Court when it heard the said Application, to implead the appellant suo motu herein as a party- respondent to the Company Application. However, Sri S. Ravi, learned counsel for the appellant, would contend that in the context of the case and particularly having regard to the observations made by the Division bench while disposing of W. A. No. 126 of 1999 and C. A. No. 53 of 1999, the 1st respondent ought to have impleaded the appellant as a party-respondent to C. A. No. 475 of 2001. The learned counsel, alternatively, would contend that having regard to the liberty granted to the parties concerned to press their respective contentions before the Company Court in c. A. No. 53 of 1999 , by the Division Bench, the Company Court itself was under an obligation to implead the appellant herein suo motu as a party respondent and it should have heard the appellant on merits before disposing of C. A. No. 475 of 2001. ( 8 ) IT is true that the Division Bench while disposing of W. A. No. 126 of 1999 and c. A. No. 53 of 1999 left it open to the company Court to decide the issues that arise for decision in C. A. No. 53 of 1999. It is also true that the Division Bench reserved liberty to the parties concerned to press their respective contentions before the Company court in C. A. No. 53 of 1999. The appellant herein, it is trite, is not a party to C. A. No. 53 of 1999. liberty is not a right in the strict sense, but it is a freedom or free will. Liberties are the things, which one may do without being prevented by the law. The sphere of one s legal liberty is that sphere of activity within which the law is content to leave him alone. It is true that the term right is often used, in ordinary parlance, in a wide sense to include such liberty. The interests of unrestrained activity thus recognized and allowed by the law constitute a class of legal rights clearly distinguishable from those, which are recognized and protected by rule of right or rule of law. Rights of one class are concerned with those things which other persons ought to do for a person; rights of the other class are concerned with those which that person may do for himself. The former pertains to the sphere of obligation or compulsion; the latter to that of liberty or free will. Salmond, speaking about the correlative of liberty states"the correlative of A s liberty to do a thing is B s no right that it shall not be done, and the correlative of A s liberty not to do a thing is B s no right that it shall be done. "no-right" is a manufactured word indicating the absence of right against another in some particular respect. "no-right" is a manufactured word indicating the absence of right against another in some particular respect. To say that B has a no-right against A is simply another way of saying that B has not a right against A, just as to say that A has a privilege against B is simply another way of saying that A is not under a duty towards B. " ( 9 ) UNDOUBTEDLY, having regard to the observations made by the Division Bench reserving liberty to the parties concerned to press their respective contentions, it might be open for the appellant herein to implead himself as a party-respondent to C. A. No. 53 of 1999 or C. A. No. 475 of 2001 or any other applications that might have been filed before the learned Company Judge. Whether the appellant can do so or not is not the question that is required to be decided by us. That is a hypothetical question. The question is whether any legal obligation is cast on the Company Court or the 1st respondent to implead the appellant herein as a party respondent suo motu as a condition precedent to maintain the company Application No. 475 of 2001. In this regard, with great humility and respect, i differ with my learned Brother, l. Narasimha Reddy, J. As already pointed out supra, Sri S. Ravi, learned counsel for the appellant was not in a position to trace the duty of the 1st respondent or the Company court to implead the appellant suo motu as a party-respondent to C. A. No. 475 of 2001 with reference to any provisions of the Act. A legal duty is an act opposite of which would be a legal wrong. Legal rights and legal duties are matters of law. Unless the court finds that a person is obligated to perform a duty in favour of another in the regime of law, enforcing such duty would not arise. Therefore, I hold that neither the 1st respondent nor the Company Court was under any obligation to implead the appellant herein suo motu as a party respondent to C. A. No. 475 of 2001. Therefore, I hold that neither the 1st respondent nor the Company Court was under any obligation to implead the appellant herein suo motu as a party respondent to C. A. No. 475 of 2001. It is trite that since the Court does not find any obligation on the part of the 1st respondent or the Company Court to implead the appellant as a party-respondent to the application, finding fault with non- impleadment and on that ground setting aside the order impugned in this appeal would never arise. ( 10 ) ALTERNATIVELY, it is also relevant to notice that if by the order impugned in this appeal, some of the rights of the appellant are impaired or affected, undoubtedly, the appellant can seek review of the order impugned in this appeal before the learned company Judge by making appropriate application. The appellant, without making any such effort before the learned Company judge, cannot straightaway maintain this appeal, particularly having regard to the fact that the appellant sought nullification of the sale of the assets of the Company in favour of the 1st respondent in W. P. No. 29628 of 1998. W. A. No. 126 of 1999 and Special Leave petition before this Court and the Apex court and failed everywhere. It is well settled by the Judgments in J. N. Bowri v. Official Liquidator, East India Cotton Mills ltd. , Re Vanaspati Industries Ltd. v. Prabhu dayal Hari Ram Manoharlal Manilal Shah v. Official Liquidator that an appeal by a person who was not a party to the winding up proceedings is not competent and that an unsuccessful bidder at an auction has no right to appeal against the order of confirmation. In Manoharlal Manilal Shah s case, a Division Bench of the Gujarat High court held "now it is well settled that the right of appeal is a creature of statute. Nobody has any inherent or natural right of appeal. Even a party to the proceeding in which the impugned order is made has no right of appeal from it unless such right is specifically given by the statute. Nobody has any inherent or natural right of appeal. Even a party to the proceeding in which the impugned order is made has no right of appeal from it unless such right is specifically given by the statute. Now, Section 483 of the companies Act, 1956, gives a right of appeal against any order made or decision given in the matter of the winding-up of a Company by the court and it would therefore appear - and indeed, as pointed out by us above, this was not seriously disputed - that an appeal would lie against an order made by the Company Judge sanctioning the sale of the property of the Company in liquidation. Such an order would be an order made in the matter of winding-up of the Company and would therefore be appealable under Section 483. But the question is who can prefer the appeal. The section does not say explicitly to whom the right of appeal is given and the question would therefore have to be resolved on a proper interpretation of the section. The right of appeal is, by the section, to be exercised in the same manner and subject to the same conditions as a right of appeal from any order or decision of the Court in its ordinary jurisdiction is exercised. The reference to the "manner" and the "conditions" clearly imports the principles and practice governing appeals from orders made by the Court in the exercise of its ordinary jurisdiction. The question as to who can appeal against an order made in the matter of winding-up of a company must therefore depend on the answer to the inquiry as to who is entitled to prefer an appeal against an order made by the Court in exercise of its ordinary jurisdiction. Now, appeals against orders made by a single Judge of this Court in its ordinary jurisdiction are governed by clause 15 of the Letters patent and it is well settled that an appeal under clause 15 lies only at the instance of a party to the proceeding who is adversely affected by an order made in the proceeding or his representative-in-interest and a stranger to the proceeding even if bound by the order or aggrieved by it or prejudicially affected by it, cannot appeal except with the leave of the court. It is a general principle of civil law recognized since long that ordinarily when an appeal is provided without specifying who shall be entitled to prefer the appeal, the right of appeal is exercisable only by a party to the proceeding and no person who is not a party to the proceeding can exercise the right of appeal unless leave to appeal is granted by the Court. Lindley L. J. pointed out in In re securities Insurance Company [ (19/894) 2 Ch. 410,413],"i understand the practice to be perfectly well settled that a person who is a party can appeal (of course within the proper time) without any leave, and that a person who without being a party is either bound by the order or is aggrieved by it, or is prejudicially affected by it, cannot appeal without leave. " ( 11 ) I am in respectful agreement with the opinion of the learned Judges of the Division bench of the Gujarat High Court in the above case. In the first place, the appellant herein, not being a party either to C. A. No. 53 of 1999 or to C. A. No. 475 of 2001, cannot maintain this appeal. Secondly, the appellant cannot be treated to be a person who is prejudicially affected by the order of the learned Company Judge impugned in this appeal. As already pointed out supra, on an earlier occasion, the Company under liquidation itself had filed W. P. No. 24234 of 1998 questioning the sale of the assets of the company in favour of the 1st respondent herein and that writ petition was disposed of directing respondents 1 and 2 therein not to finalise the sale of the petitioner- company in favour of the 4th respondent therein (who is the 1st respondent in this appeal) till 13-9-1998. However, the Court further directed that if the petitioner- company fails to purchase the assets for rs. 42 lakhs as claimed by its authorized signatory, it was open for respondents 1 and 2 therein to finalise the sale in favour of the 1st respondent herein after 13-9-1998. Admittedly, the Company failed to purchase the assets for Rs. 42 lakhs and since the order made in W. P. No. 24234 of 1998 dated 7-9-1998 has become final, the sale was finalized in favour of the 1st respondent herein. Admittedly, the Company failed to purchase the assets for Rs. 42 lakhs and since the order made in W. P. No. 24234 of 1998 dated 7-9-1998 has become final, the sale was finalized in favour of the 1st respondent herein. Further, the Company as such did not make any application before the learned company Judge to implead it as a party- respondent either to C. A. No. 53 of 1999 or to c. A. No. 475 of 2001. In the backdrop of these facts, the appellant herein cannot be treated to be a person prejudicially affected by the order made by the learned Company judge in C. A. No. 475 of 2001. Be that as it may, that is not the contention of the learned counsel for the appellant and therefore, there is no need to further dilate on this point. ( 12 ) FURTHER, the phrase parties concerned occurring in the order of the division Bench should also be understood in the context of the order. The sale was set aside by the Division Bench on the ground that it was done without the leave of the court and, therefore, it violated the mandatory provisions of Section 537 (1) (b) of the Act and without going into the other contentious issues. In that context, the division Bench, understandably, reserved liberty to the parties concerned in C. A. No. 53 of 1999 to press into service the other contentions raised by them in C. A. No. 53 of 1999. As already pointed out supra, the appellant herein is not a party-respondent to c. A. No. 53 of 1999. In that view of the matter, he cannot be considered to be a party concerned as regards C. A. No. 53 of 1999. Even liberally construing the phrase parties concerned occurring in the order of the Division Bench, it could, at the most, be said that the appellant herein, if he so wishes or desires, he has liberty to implead himself as a party respondent either to C. A. No. 53 of 1999 or any other application or applications filed in C. A. No. 53 of 1999 such as C. A. No. 475/2001. Liberty to do something himself cannot be confused with right to claim something from another in performance of a legal obligation cast on the other. Liberty to do something himself cannot be confused with right to claim something from another in performance of a legal obligation cast on the other. ( 13 ) IN the result and for the foregoing reasons, I hold that this appeal is not maintainable at the instance of the appellant and it is accordingly dismissed with no order as to costs. However, I make it clear that this order shall not come in the way of the appellant herein making an appropriate application before the learned Company judge, if he is so advised, to implead himself as a party-respondent to C. A. No. 53 of 1999 or C. A. No. 475 of 2001 and seeking review of the order impugned in this appeal. All points raised in this appeal by the parties, including the contention that the attempt of the appellant to set at naught the order made in C. A. No. 475 of 2001 by the learned company Judge and impugned in this appeal, tantamounts to abuse of process of law having regard to the dismissal of w. P. No. 24234 of 1998, W. A. No. 126 of 1999 and the Special Leave Petition, are left open to be agitated before the learned Company judge for consideration and decision. JUDGMENT (Per L. Narasimha Reddy, J.)1. THIS is an appeal filed under Section 483 of the Companies Act, 1956 against the order of the learned Judge in Company application No. 475/2001 in C. A. No. 53/99 in R. C. C. No. 8 of 1998 dated 13-5-2001. The appellant herein was not a party in the company Application. He preferred this appeal with the leave of the Court. 2. The brief facts which led to the filing of the appeal may be stated as under : the company by name m/s. Ramalingeswara Agro Processor (P) ltd. was ordered to be wound-up on the recommendations of the BIFR. In view of the orders passed by the BIFR R. C. C. No. 8/98 came to be instituted in the Company Court. Being one of the creditors of the said company, the 2nd respondent herein brought out sale of the assets of the company in exercise of its power under section 29 of the State Financial corporations Act, 1951. After one or two attempts, it emerged that the 1st respondent offered an amount of Rs. 42,00,000/ -. 3. Being one of the creditors of the said company, the 2nd respondent herein brought out sale of the assets of the company in exercise of its power under section 29 of the State Financial corporations Act, 1951. After one or two attempts, it emerged that the 1st respondent offered an amount of Rs. 42,00,000/ -. 3. Complaining that the principle laid down by the Hon ble Supreme Court in its decision in Mahesh Chandra v. State of U. P. was not followed, one of the Directors of the company filed W. P. No. 24234/98 in this court. The said writ petition was disposed of through orders dated 7-9-1998 directing the 2nd respondent to follow the procedure laid down in the Mahesh Chandra s case. 4. The appellant herein, who claims to have heen nominated by the Company under liquidation, came forward with some offer. However, on the ground that he did not comply with certain conditions, the 2nd respondent confirmed the sale in favour of the 1st respondent. The appellant filed w. P. No. 29628/98 seeking a declaration that the sale and handing over of the possession of the Company in favour of the 1st respondent by the 2nd respondent was violative of principles of natural justice and sought for setting aside of the sale and other consequential reliefs. This writ petition was dismissed by a learned single Judge of this court through orders dated 22-1-1999. Aggrieved thereby, the appellant filed w. A. No. 126/99. 5. When the writ appeal was pending, the Official Liquidator filed C. A. No. 53/99 challenging the sale of the assets of the company by the 2nd respondent in favour of the 1st respondent. The main complaint was the non-compliance with the mandatory provisions of Section 537 of the companies Act. In that application, the official Liquidator prayed for (a) setting aside the sale by the 2nd respondent; (b) direction to the 2nd respondent to deposit the sale proceeds; (c) direction to the 2nd respondent to furnish the panchanama in respect of the sale; (d) direction to the 1st respondent not to meddle with the properties of the company; and (e) permission to implead the Ex-Directors and Managing Director of the Company. 6. The Division Bench, which was dealing with W. A. No. 126/99 heard c. A. No. 53/99 also. 6. The Division Bench, which was dealing with W. A. No. 126/99 heard c. A. No. 53/99 also. Through its judgment dated 8-5-2001, the Bench held that the sale of the assets of the Company by the 2nd respondent in favour of the 1st respondent was vitiated on account of failure to obtain the leave of the Court before conducting the sale. Accordingly, it declared that the sale is void. It appears that since the very complaint of the appellant herein in W. P. No. 29628/98 and in W. A. No. 126/99 was about the validity of the sale of the assets of the Company by the 2nd respondent in favour of the 1st respondent and since that sale itself was set aside, the Division Bench did not deal with any contentions raised in the Writ Appeal and dismissed the same. In fact the cause of action in the Writ Appeal ceased to exist, with the declaration of the sale as void. The Division Bench left it open to the Company Court to decide the validity or otherwise of the sale in C. A. No. 53/99 and an opportunity was given to the parties concerned to advance their respective contentions. 7. The 1st respondent thereafter filed two applications in C. A. No. 53/99. C. A. No. 474/2001 was filed to implead him as a party respondent in C. A. No. 53/99. C. A. No. 475/2001 was filed with a prayer to confirm the sale of the Company effected by the 2nd respondent in favour of the 1st respondent. The learned company Judge ordered C. A. No. 474/2001 and thereafter took up C. A. No. 475/2001 also. Having referred to the various developments that led to the filing of C. A. No. 475/2001, the learned Judge took the view that the sale in question squarely falls under Section of 537 (1) (b) of the Companies Act and is void on account of non-compliance therewith. However, C. A. No. 475/2001 was ordered on the ground that the 1st respondent made payment of the entire sale consideration way back on 22-10-1998 and the 1st respondent may have incurred interest on the amount deposited by him; and in view of the fact that the sale was conducted by statutory body after following the appropriate transparent procedure of law. This order is challenged in this appeal. 8. This order is challenged in this appeal. 8. Sri S. Ravi, the learned counsel for the appellant submits that the confirmation of sale in favour of the 1st respondent cannot be sustained either on facts or in law. He submits that refusal by the 2nd respondent to accept a better offer made by the appellant herein in pursuance of the order of this Court in W. P. No. 24324/98 was unjustified. During the pendency of the writ appeal, the appellant made an offer of rs. 65,00,000/- for the same item of property and on the direction of the Division Bench in w. A. M. P. No. 251 of 1999 in W. A. No. 126 of 1999, the appellant deposited rs. 30,00,000/- on 7-3-1999. He states that had the Company Court taken into account the fact that the appellant had not only offered Rs. 65,00,000/- as against the offer of rs. 42,00,000/- by the 1st respondent, but also the appellant deposited Rs. 30,00,000/- way back in March, 1999, the outcome of the adjudication could have been certainly different. According to him, it was only the official Liquidator or the 2nd respondent that was entitled to seek any further directions in C. A. No. 53/99 and the 1st respondent had no right in that respect. He lastly contends that the sale in favour of the 1st respondent which was declared as void by the Division Bench could not have been validated in the teeth of the specific provisions of Section 537 of the Companies act. 9. Sri S. Ramachander Rao, the learned senior counsel appearing for the respondents, on the other hand, submits that the appellant has no locus standi to challenge the sale in favour of the 1st respondent. It is his further contention that the rights of the appellant as regards the sale of the property have already been adjudicated in W. P. No. 29268/98, which was dismissed on 26-1-1999 and with the dismissal of the writ appeal, the order in the writ petition has become final. In that view of the matter, the appellant has no right or locus in the matter. 10. The facts, which have been broadly stated, are not in dispute and they are almost matters of record. In a way, it can be said that the Company Court was faced with a peculiar situation. In that view of the matter, the appellant has no right or locus in the matter. 10. The facts, which have been broadly stated, are not in dispute and they are almost matters of record. In a way, it can be said that the Company Court was faced with a peculiar situation. The Division Bench passed an order in W. A. No. 126/99 and c. A. No. 53/99 on 8-4-2001. From the order, it emerges that: (a) C. A. No. 53/99 is allowed; (b) the sale in favour of the 1st respondent herein is declared void; (c) W. A. No. 126/99 is dismissed; and (d) the Company Court is directed to dispose of the C. As after hearing the parties. 11. Strictly speaking, once the sale is set aside and the Company Application is allowed, nothing remains to be decided. The prayer in the C. A. was summed up in the preceding paragraph. Having regard to the prayer contained in C. A. No. 53/99, on its being allowed,- (a) The sale conducted by the 2nd respondent stands declared as null and void; (b) The 2nd respondent was required to deposit sale proceeds; (c) The 2nd respondent was also required to furnish a copy of the panchanama; (d) Directions stood issued to the 1st respondent not to meddle with the properties; and (e) Permission stood accorded to the official Liquidator to implead the ex-Managing Director and other directors of the Company under liquidation. If still the Company Court was required to adjudicate upon the C. A. 53/99, it would have been better had the necessary parameters been indicated. 12. Be that as it may, from the following passage of the order of the Division Bench, viz. , "we, however, make it clear that we have not gone into the merits of the case as to whether the sale in favour of the 4th respondent was legal and valid. But, we have set aside the sale only on the sole ground that there is an infraction of the statutory provision. " it has to be presumed that the final adjudication on the matter was left to be undertaken by the Company Court. In fact that is the only harmonious interpretation that can be placed on the order. If that be so, an effective enquiry can be undertaken by the Company Court only when all the parties concerned are before it. 13. In fact that is the only harmonious interpretation that can be placed on the order. If that be so, an effective enquiry can be undertaken by the Company Court only when all the parties concerned are before it. 13. The objection of Sri S. Ramachander rao that the appellant has no locus standi is too difficult to be accepted. Through a catena of judgments, the Hon ble Supreme court held that in the winding up proceedings, not only those who are concerned with the management of the company, but also the workers and employees of it have the locus standi to participate in the proceedings. It is too late in the day to refuse access to one of their directors as well as the nominees of the company itself to the proceedings relating to the sale of the properties of that very company. In the wake of expanding horizons of public interest litigations, the concept locus standi no longer holds its pristine glory. Further, it should not be forgotten that it was at the instance of the appellant herein that the Division Bench passed in order in W. A. No. 126/99 and c. A. No. 53/99. ( 14 ) IT is the contention of the learned counsel for the 1st respondent that the appellant had filed SLP against the order in the Writ Appeal and the same was dismissed by the Hon ble Court and in that view of the matter, they do not have any right to participate in the present proceedings. By permitting the appellant to participate in the winding-up proceedings, we are not granting any additional relief. In a way, with the order of the Division Bench in C. A. No. 53/99, the cause of action for the appellant in filing the writ petition ceased to exist. Be that as it may, the consideration in the present appeal is to find out the course of action to be adopted in C. A. No. 53/99. Therefore, the dismissal of the SLP, has no impact on the present proceedings. ( 15 ) IT is a matter of record that the appellant was not represented before the company Court when the order under appeal came to be passed. Therefore, the dismissal of the SLP, has no impact on the present proceedings. ( 15 ) IT is a matter of record that the appellant was not represented before the company Court when the order under appeal came to be passed. This can be attributed either to the indifference on the part of the appellant or the failure or refusal by the 1st respondent to implead the appellant when he sought for confirmation of the sale. Whatever may be the reason, the fact remains that the direction of the division Bench that the matter be decided by the Company Court in C. A. No. 53/99 after giving opportunity to all the parties was not complied with. ( 16 ) IN the matters of winding-up of companies and the sale of the assets of the company under winding, the paramount consideration is always to ensure that the assets yield the maximum sale price. As a matter of fact, the Company Court was convinced that as against the initial offer of rs. 7,00,000/- the offer by the 1st respondent for an amount of Rs. 42,00,000/- is fairly good. Viewed in isolation, no exception can be taken to the same. However, the fact that there was a better offer of Rs. 63, 00,000/- and an amount of Rs. 30,00,000/- was already deposited by the appellant was not brought to the notice of the Company Court. There just cannot be any doubt that had this fact been brought to the notice of the Court, the considerations before the Court would have been different. ( 17 ) AS far as the object of ensuring proper and higher value for the assets of the company under winding-up is concerned, the stage of the proceedings and the technicalities cannot at all be treated as hindrances. Reference may be made to the judgment of the Hon ble Supreme Court in divya Manufacturing Company (P) Limited v. U. O. I. and Lica (P) Limited Company v. Official Liquidator. In the first of these cases, the Hon ble Supreme Court took the view that even a confirmed sale can be set aside, if situation demands. The present case does not present such an extreme situation. ( 18 ) HAVING regard to the facts and circumstances stated above, ends of justice will be met if the matter is remitted to the company Court for fresh adjudication. The present case does not present such an extreme situation. ( 18 ) HAVING regard to the facts and circumstances stated above, ends of justice will be met if the matter is remitted to the company Court for fresh adjudication. Accordingly, the order under appeal is set aside. The appellant herein hasll take immediate steps to get himself impleaded in c. A. NO. 53/99. ( 19 ) IT is desired of the Company Court to dispose of the C. A. No. 53/99 itself alonwith the C. As filed therein by the 1st respondent. It is needless to observe that the findings already recorded by the Division bench in W. A. No. 126/99 and C. A. No. 53/99 dated 8-5-2001 are taken into account while passing the orders in C. A. No. 53/99 and the cas filed therein. ( 20 ) THE OSA is accordingly allowed, but in the circumstances of the case, there shall be no order as to costs. Bench, and upon perusing the Judgments of the Hon ble Sri Justice S. R. Nayak and the hon ble Sri Justice L. Narasimha Reddy, and upon hearing the arguments of the respective counsel. JUDGMENT (Per Ramesh Madhav Bapat, J.)1. THIS appeal was filed under Section 483 of the Companies Act, against the order of a learned Single Judge in C. A. No. 475/2001 in c. A. No. 53/1999 in R. C. C. No. 8/1998. The appellant herein was not a party in the company application. He, therefore, preferred the present appeal with the leave of the Court. 2. This appeal initially came up for hearing before a Division Bench comprising justice S. R. Nayak and Justice L. Narasimha reddy. The learned Judges could not agree with the views of each other. Therefore, this appeal is placed before me as a third Judge. Justice S. R. Nayak held that the appeal by the appellant was not maintainable as the appellant was not a party to the company application, and if the appellant so desired, he could get himself impleaded as a party- respondent in the company application and seek review of the order of the learned single Judge, whereas Justice L. Narasimha reddy held that the appeal was maintainable. Now I have to decide as to which of the two views is correct. 3. The facts in the case can be briefly narrated as follows. Now I have to decide as to which of the two views is correct. 3. The facts in the case can be briefly narrated as follows. A company by name m/s. Ramalingeswara Agro Process (P) Ltd. , was ordered to be wound-up on the recommendations of the B. I. F. R. , in pursuance of which, R. C. C. No. 8/1998 was instituted in the Company Court. Being one of the creditors of the said company, the 2nd respondent herein brought out sale of the assets of the company-in-liquidation in exercise of its power under Section 29 of the state Financial Corporations Act, 1951. Ultimately, the 1st respondent offered to pay an amount of Rs. 42,00,000/ -. One of the directors of the company-in-liquidation felt aggrieved because of the non-compliance of the principle laid down by the Supreme court in Mahesh Chndra v. State of U. P. , and filed W. P. No. 24234/1998 in this Court. The writ petition was disposed of by an order, dated 7-9-1998, directing the 2nd respondent to follow the procedure laid down in the case of Mahesh Chandra. 4. The appellant, who happens to be a nominee of the company-in-liquidation, came forward with some offer. However, the offer was not accepted on the ground that he did not comply with certain formalities. The 2nd respondent confirmed the sale in favour of the 1st respondent. Challenging the confirmation of sale, the appellant filed W. P. No. 29628/1998 for a declaration that the sale and the handing over of the possession of the company in favour of the 1st respondent by the 2nd respondent were violative of the principles of nature justice, and sought the sale to be set aside and consequential reliefs to be passed. That writ petition was dismissed by a learned Single Judge of this Court. Aggrieved by the same, the appellant herein filed W. A. No. 126/1999. 5. It appears from the record that when the writ appeal was pending, the official Liquidator filed C. A. No. 53/1999 challenging the sale of the assets of the company by the 2nd respondent in favour of the 1st respondent. The main grievance of the Official Liquidator was that the mandatory provisions of Section 537 of the companies Act were not complied with. The main grievance of the Official Liquidator was that the mandatory provisions of Section 537 of the companies Act were not complied with. In that application, the Official Liquidator prayed for, (a) setting aside the sale by the 2nd respondent, (b) direction to the 2nd respondent to deposit the sale proceeds, (c) direction to the 2nd respondent to furnish the panchanama in respect of the sale, (d) direction to the 1st respondent not to meddle with the properties of the company, and (e) permission to implead the ex-Directors and the Managing Directors of the company. 6. It further appears from the record that a Division Bench of this Court heard w. A. No. 126/1999 and C. A. No. 53/1999. The Division Bench held that the sale of the assets of the company by the 2nd respondent in favour of the 1st respondent was vitiated on account of the failure to obtain the leave of the Court before conducting the sale. Accordingly the division Bench declared the sale as void and set aside the sale. The Division Bench did not deal with the other contentions raised in the writ appeal, and dismissed the writ appeal, leaving open to the Company Court to decide the validity or otherwise of the sale in C. A. No. 53/1999 and an opportunity was given to the parties concerned to advance their respective contentions before the company Court. 7. It also appears from the record that the 1st respondent filed C. A. Nos. 474 and 475 of 2001 in C. A. No. 53/1999. C. A. No. 474/2001 was filed to implead him as a party- respondent in C. A. No. 53/1999, and c. A. No. 475/2001 was filed to confirm the sale effected by the 2nd respondent in favour of the 1st respondent. The learned company Judge ordered C. A. No. 474/2001. In C-A. No. 475/2001, the learned Company judge, though held that the sale in question squarely fell under Section 537 (1) (b) of the companies Act and was void on account of the non-compliance therewith, ordered c. A. No. 475/2001 on the ground that the 1st respondent made payment of the entire sale consideration as back as on 22-10-1998 and it might have incurred interest on the amount deposited by it and that the sale was conducted by statutory body after following the appropriate procedure of law. This order was challenged in the present appeal before the Division Bench, and since the learned judges differed with the views of each other, the appeal is placed before me, as aforesaid. 8. Learned counsel Mr. S. Ravi, appearing on behalf of the appellant, submitted at the Bar that the sale in favour of the 1st respondent cannot sustain on facts and law. He invited my attention to the order in W. A. No. 126/1999, and submitted at the Bar that in the order in the writ appeal the sale was held to be illegal and it was set aside, though the writ appeal was dismissed. The learned counsel further submitted that the appellant had agreed to pay a sum of Rs. 65,00,000/- as against the offer of Rs. 42,00,000/- of the 1st respondent. It is brought to my notice that a sum of rs. 30,00,000/- was also deposited by the 1st respondent in the month of March, 1999. He submitted that though the learned Company judge held that the 1st respondent might have incurred loss of interest on the amount deposited by it, that observation is not legally correct, since the appellant also sustained loss of interest on the amount deposited by him, though the appellant deposited the amount later in point of time. 9. While opposing the aforesaid argument, learned senior counsel mr. S. Ramachandra Rao, appearing for the 1st respondent submitted at the Bar that the appeal is not sustainable as the appellant was not a party to C. A. No. 475/2001. It is submitted that since the writ appeal was dismissed, no right accrued to the appellant to get the sale confirmed in his favour. 10. Justice S. R. Nayak held that since no right had accrued to the appellant as the appellant was not a party to the company application, the appeal itself was not maintainable. 11. With respect, I am not in agreement with the view expressed by my learned brother Justice S. R. Nayak on this issue, for the reason that the appellant might be a third party, but he was the person who offered to purchase the assets of the company-in-liquidation for a higher price. 11. With respect, I am not in agreement with the view expressed by my learned brother Justice S. R. Nayak on this issue, for the reason that the appellant might be a third party, but he was the person who offered to purchase the assets of the company-in-liquidation for a higher price. It may be true that when the sale was advertised, the appellant did not come with any positive offer, but he made higher offer, though at a belated stage, to purchase the assets of the company for Rs. 65,00,000/- as against the offer of Rs. 42,00,000/- made by the 1st respondent. The fact remains that at any point of time, the higher offer has to be accepted, because the liability of the company-in-liquidation could be diluted to that extent. Moreover, in the writ appeal, this Court held that the procedure adopted by the 2nd respondent in the sale of the assets of the company-in-liquidation without seeking the leave of the Court was illegal. When such observation was made by the Division Bench in the writ appeal, in all humility, in my opinion, there was no reason for the learned Company Judge to confirm the sale in favour of the 1st respondent. 12. Learned senior Counsel mr. S. Ramachandra Rao further contended that the appellant has no locus standi, because the appellant was set up by the directors of the company-in-liquidation themselves, and, therefore, the offer of the appellant at the belated stage cannot be accepted, particularly in view of the fact that against the order of dismissal of the writ appeal, the S. L. P. filed by the appellant was dismissed by the Supreme Court in toto. I am not in agreement with this submission. It may be that the S. L. P. was dismissed, but it does not mean that the observation made by the Division Bench of this Court in the writ appeal that, the procedure adopted by the 2nd respondent in selling the assets of the company-in-liquidation was void, stood disturbed. When once it is held that the procedure adopted by the 2nd respondent in the sale of the assets of the company-in- liquidation is illegal, the sale confirmed in favour of the 1st respondent has to be set aside. When once it is held that the procedure adopted by the 2nd respondent in the sale of the assets of the company-in- liquidation is illegal, the sale confirmed in favour of the 1st respondent has to be set aside. It is also to be noted that in the writ appeal the Division Bench observed that the appellant could get himself impleaded in c. A. No. 53/1999. 13. Under these circumstances, this Court directs the appellant herein to take immediate steps to get himself impleaded in c. A. No. 53/1999. The impugned order of the learned Company Judge is set aside. C. A. No. 53/1999 along with the C. As. , filed therein be disposed of afresh. Thus, I allow the O. S. A. , agreeing with the view expressed by my learned Brother, L. Narasimha reddy, J. 14. In the circumstances of the case, there shall be no order as to costs.