Voluntary liquidation and misfeasance proceedings remain maintainable where winding-up provisions use broad, general statutory language.

Section 235 of the Indian Companies Act applies to companies in voluntary liquidation because its language, including "in the course of winding up a company" and "liquidator," is broad enough to cover all modes of winding up. The objection that the provision is confined to court-ordered winding up fails. Section 216 does not restrict that position or exclude misfeasance proceedings in voluntary liquidation; its reference to questions arising in winding up and "any other matter" is not limited by ejusdem generis on the wording used. The provision therefore does not bar a misfeasance enquiry against directors or a liquidator in voluntary liquidation.

---

---

Issues: (i) Whether section 235 of the Indian Companies Act applies to a company in voluntary liquidation; (ii) whether section 216 of the Indian Companies Act limits the Court's power so as to exclude misfeasance proceedings in voluntary liquidation.

Issue (i): Whether section 235 of the Indian Companies Act applies to a company in voluntary liquidation.

Analysis: Section 235 occurs in the supplemental provisions governing winding up and its language is general. The expression "in the course of winding up a company" is wide enough to cover all modes of winding up, including voluntary winding up. The term "liquidator" in the section is comprehensive and is not confined to an official liquidator appointed in a court winding up. Nothing in the section or in the scheme of the Act shows a contrary intention excluding voluntary liquidation.

Conclusion: Section 235 applies to voluntary liquidation, and the objection to its applicability fails.

Issue (ii): Whether section 216 of the Indian Companies Act limits the Court's power so as to exclude misfeasance proceedings in voluntary liquidation.

Analysis: The section enables the Court, in a voluntary winding up, to determine questions arising in the winding up and to exercise the powers which it could exercise in a court winding up. The words "any other matter" are not controlled by ejusdem generis in the manner suggested, because the specified topics are not of one common genus. The provision does not furnish a basis for restricting section 235 or for denying a misfeasance enquiry against directors or a liquidator in voluntary liquidation.

Conclusion: Section 216 does not bar or restrict the misfeasance proceeding.

Final Conclusion: The Court upheld the maintainability of the misfeasance enquiry in voluntary liquidation and found jurisdiction to proceed under the Companies Act.

Ratio Decidendi: Provisions in the supplemental winding-up scheme with general language apply to all modes of winding up unless the statute shows a contrary intention, and an ejusdem generis limitation cannot be imposed where the statutory wording and context do not support it.

---