Directors are not express trustees; limitation on misfeasance runs from the wrongful act, not the winding-up order.

Directors are not express trustees merely because they control company affairs or assets; section 10 of the Limitation Act applies only where property is vested in trust for a specific purpose, so limitation is not excluded on that basis. A misfeasance application under section 235 of the Indian Companies Act is a procedural remedy enforcing existing rights and does not create a fresh substantive right on winding up. Limitation therefore runs from the date of the wrongful act, not from the winding-up order. On those principles, the directors could invoke limitation and the liquidator's claim was time-barred.

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Issues: (i) Whether directors of a company are trustees within the meaning of section 10 of the Limitation Act so as to exclude limitation; (ii) Whether, on an application by a liquidator for misfeasance under section 235 of the Indian Companies Act, limitation begins only from the winding-up order because that order creates a new right.

Issue (i): Whether directors of a company are trustees within the meaning of section 10 of the Limitation Act so as to exclude limitation.

Analysis: Directors are not express trustees merely because they manage company affairs or control company funds. Section 10 applies only where property has become vested in a person in trust for a specific purpose. The company's assets are not legally vested in directors, and their general managerial control does not amount to a specific trust. Authorities distinguishing express trustees from directors acting under control of company property support this view.

Conclusion: The directors were not trustees within section 10 of the Limitation Act, and they could rely on limitation.

Issue (ii): Whether, on an application by a liquidator for misfeasance under section 235 of the Indian Companies Act, limitation begins only from the winding-up order because that order creates a new right.

Analysis: Section 235 is procedural and provides a summary mode of enforcing existing rights; it does not create a new substantive right on winding up. The starting point of limitation is therefore not the winding-up order but the date when the wrongful act giving rise to the claim occurred. Since the claim was already time-barred on that basis, the liquidator could not treat the winding-up order as creating a fresh cause of action.

Conclusion: Limitation did not run from the winding-up order, and the liquidator's application was barred.

Final Conclusion: The appeal failed because the directors were entitled to plead limitation and the misfeasance claim was not saved by any fresh right arising from winding up.

Ratio Decidendi: Directors of a company are not express trustees for the purpose of section 10 of the Limitation Act, and a misfeasance application under section 235 of the Indian Companies Act is only a procedural remedy enforcing existing rights, so limitation runs from the date of the wrongful act and not from the winding-up order.

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