Limitation for misfeasance starts with the official liquidator's first appointment, and liability stays confined to named statutory persons.

For misfeasance proceedings under section 235(1) of the Indian Companies Act, 1913, limitation runs from the first appointment of the official liquidator after the winding-up order, not from the appointment of a provisional liquidator. The provision was construed as applying only to persons expressly named in it, such as directors, officers and managers, and not to heirs or legal representatives. Liability was treated as personal to the statutory categories, so no vicarious liability could be fastened on Smt. Subhadra Devi or her sons for acts attributed to her husband. The commentary therefore states that the misfeasance claim was timely against persons within the section, but not maintainable against those outside it.

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Issues: (i) Whether the period of limitation under section 235(1) of the Indian Companies Act, 1913 commenced from the appointment of a provisional liquidator or from the first appointment of the official liquidator after the winding-up order. (ii) Whether Smt. Subhadra Devi and her sons could be proceeded against under section 235(1) for moneys allegedly taken by her husband or by them in their own capacity.

Issue (i): Whether the period of limitation under section 235(1) of the Indian Companies Act, 1913 commenced from the appointment of a provisional liquidator or from the first appointment of the official liquidator after the winding-up order.

Analysis: The expression "the first appointment of a liquidator in the winding up" was construed as referring to a liquidator appointed after the winding-up order, not to a provisional liquidator appointed under the provision allowing appointment before the winding-up order. The winding-up relation-back rule did not control the computation of limitation for misfeasance proceedings. The scheme of the Act also supported this construction because inquiry into misfeasance is ordinarily undertaken only after the winding-up order and the official liquidator has had occasion to examine the affairs of the company.

Conclusion: The limitation period began from the first appointment of the official liquidator after the winding-up order, so the misfeasance application was within time, in favour of the official liquidator and against the appellants on this issue.

Issue (ii): Whether Smt. Subhadra Devi and her sons could be proceeded against under section 235(1) for moneys allegedly taken by her husband or by them in their own capacity.

Analysis: Liability under section 235(1) attached only to the persons expressly described in that provision, namely, directors, officers, managers, liquidators and similar categories. The section did not extend to heirs or legal representatives of such persons. The liability was treated as akin to tortious or quasi-criminal responsibility, for which vicarious liability is not ordinarily imposed. The record did not establish that Smt. Subhadra Devi acted as a director or within any other category covered by the section, and no legal basis existed to fasten on her or her sons liability for acts attributed to her husband.

Conclusion: Smt. Subhadra Devi and her sons were not liable under section 235(1), so the appeal succeeded on this issue in favour of the appellants.

Final Conclusion: The misfeasance claim was held to be in time against the persons properly covered by section 235(1), but the proceeding could not be maintained under that section against Smt. Subhadra Devi and her sons. The appeals were therefore allowed in part and dismissed in part according to the respective appellants' liability.

Ratio Decidendi: For misfeasance proceedings under section 235(1) of the Indian Companies Act, 1913, limitation runs from the first appointment of the official liquidator after the winding-up order, and the section does not impose vicarious liability on persons outside the classes expressly named in it.

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