Appeal as of right in winding-up matters lies only for a party to the specific proceeding; strangers must justify leave to appeal.

In company winding-up proceedings, the right of appeal under the Companies Act exists only for a person who was a party to the specific proceeding in which the impugned order was made. A supporting creditor in the winding-up petition was treated as a stranger to the later sale-sanction proceeding because he did not appear at the hearing or seek participation under the relevant rules. Such a non-party cannot appeal as of right merely because he is aggrieved, and any request for leave depends on a satisfactory explanation for non-participation and proper grounds for interference. Leave may be refused where the appellant knew of the process but raised new grounds for the first time in appeal.

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Issues: (i) Whether a creditor who was not a party to the sale-sanction proceeding could maintain an appeal as of right against the order approving sale of the company's assets. (ii) Whether such creditor was entitled to leave to appeal.

Issue (i): Whether a creditor who was not a party to the sale-sanction proceeding could maintain an appeal as of right against the order approving sale of the company's assets.

Analysis: The right of appeal exists only when conferred by statute. Section 483 of the Companies Act, 1956 permits an appeal from an order made in the matter of winding up, but the person entitled to invoke it must be one who answers the settled test applicable to appeals from orders of the court. On that principle, a party to the relevant proceeding may appeal as of right, but a stranger to that proceeding cannot do so merely because he is aggrieved or prejudicially affected. The fact that the appellant had been a supporting creditor in the winding-up petition did not make him a party to the later, separate proceeding for sanction of sale. He neither appeared at the hearing of the report nor took steps under section 457(3) of the Companies Act, 1956 or rule 230 of the Companies (Court) Rules, 1959 to participate in that proceeding.

Conclusion: The appellant was not entitled to maintain the appeal as of right.

Issue (ii): Whether such creditor was entitled to leave to appeal.

Analysis: Leave to appeal to a stranger to the proceeding is discretionary and depends on a sufficient explanation for non-participation below and on proper grounds for appellate interference. The appellant approached the court for leave only at a late stage, though he knew of the sale process from the advertisement. No satisfactory reason was shown for his failure to make himself a party to the sale-sanction proceeding. The grounds urged in appeal were also not raised before the company judge or in the letters addressed by the appellant to the official liquidator and the judge, so granting leave would have permitted a challenge on fresh grounds without prior adjudication below.

Conclusion: Leave to appeal was rightly refused.

Final Conclusion: The order sanctioning sale was not open to challenge by the appellant in this appeal, and the proceeding ended with dismissal of the appeal and rejection of leave.

Ratio Decidendi: In company winding-up matters, an appeal may be maintained as of right only by a party to the specific proceeding in which the impugned order is made; a non-party must obtain leave, and such leave may be refused where there is no sufficient explanation for non-participation or where the appeal seeks to raise new grounds for the first time.

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