Section 235 applies to misfeasance in voluntary winding up, and section 216 permits court powers to order enquiries and asset realisation.

Section 235 is held to extend to misfeasance enquiries arising during voluntary winding up, on the basis that its language and the scheme of winding-up provisions treat 'liquidator' and winding up processes comprehensively; consequently misfeasance enquiries may be initiated in voluntary liquidation. Section 216 likewise authorises court intervention in voluntary winding up for enforcement and ancillary matters, and is not confined by ejusdem generis to similar powers; therefore the court may exercise appropriate powers to realise company assets and order enquiries in aid of voluntary liquidation.

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Issues: (i) Whether section 235 of the Companies Act applies to misfeasance proceedings in the course of a voluntary winding up; (ii) Whether the court may initiate misfeasance proceedings in voluntary liquidation by reference to section 216.

Analysis: Section 235 uses broad language referring to actions arising "in the course of winding up a company" and employs the term "liquidator" in a comprehensive sense; the scheme of Part V, including clause (2) of section 155, treats winding up provisions as applicable to all three modes of winding up unless a contrary intention appears. The supplemental provisions containing section 235 are not confined by their text or context to winding up by court, and authoritative textbook commentary and English precedents treat the corresponding provision as applying to voluntary liquidations. Section 216, which enables applications to the court in voluntary winding up for enforcement of calls, staying proceedings or "any other matter," is not properly read down by ejusdem generis to exclude distinct or dissimilar powers; it supports the court's jurisdiction to entertain appropriate applications in voluntary liquidation where necessary to realise company assets.

Conclusion: Section 235 applies to voluntary winding up and empowers enquiry into misfeasance in such cases; section 216 also permits the court to exercise powers in aid of voluntary liquidation. The appeal against the order directing an enquiry is therefore dismissed in favour of the respondent.

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