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"A misfeasance proceeding is merely a proceeding of a summary character by which the court in the course of winding up a company assessed and compels the delinquent directors and officers to make payment in respect of the acts of misfeasance or malfeasance, breach of trust or wrongful retention or other misconduct. It was, therefore, held in Kumarapuram v. Pestonjee [1903] 5 Bom LR 633 that the misfeasance proceeding is merely a summary way of enforcing against directors or other officers a liability for breach of trust or other misconduct which previously might have been enforced by action. It is undoubtedly true that some judgments show and, in my opinion, correctly, that section 543 takes within its sweep not only enforcement of such rights which could have been enforced by a company but also such new rights as might have been created in favour of the official liquidator under the provisions of the Companies Act, 1956. But even so, the creation of the new rights in favour of the official liquidator which can be enforced in a proceeding under section 543 of necessity is the enforcement of a right for and on behalf of the company. This is the true effect of the provisions of the material sections of the Companies Act, 1956 which sections deal with appointment of the liquidators and their powers, functions and duties. Section 448 of the Companies Act, 1956, provides for the appointment of an official liquidator. Section 449 provides for the appointment of an official liquidator as a liquidator of the company on a winding up of the company. It enjoins the official liquidator to perform such duties in reference to a company which is wound up as the court may impose in that behalf. Section 456 does not vest the property or rights, title and interest of the company therein or pertaining thereto in the official liquidator but merely given the official liquidator the custody of the property. Sub-section (1), in so far as it is material, provides that where a winding up order has been made or where a provisional liquidator has been appointed, the liquidator shall take into his custody or under his control, all the property, effects and actionable claims to which the company is or appears to be entitled. Sub-section (2) of section 456 by a legal fiction ordains that 'all the property, and effect of the company shall be deemed to be in the custody of the court as from the date of the order for the winding up of the company'. Thus, a combined reading of sub-sections (1) and (2) of section 456 merely shows that the custody of the court and the official liquidator as contra-distinguished from vesting thereof, the sections do not vest all or any property or the effects or actionable claims to which the company is entitled either in the court or in the official liquidator. Section 457 is of great importance. It enumerates the powers of the official liquidator. The said section, inter alia, authorises the official liquidator to 'institute or defend any suit, prosecution or order legal proceeding, civil or criminal, in the name and on behalf of the company (section 457(1)(a)). It also authorises the official liquidator to carry on the business of the company so far as may be necessary for the beneficial winding up of the company (clause (b)) or to sell the immovable and movable property and actionable claims of the company either by public auction or by private contract (clause (c)). It authorises the official liquidator to raise on the security of the assets of the company moneys that may be required for the purpose of the beneficial winding up (clause (d)). It also authorises the official liquidator to do all such other things as may be necessary for winding up the affairs of the company (clause (e)). The reference to the company in clauses (a) to (e) of sub-section (1) of section 457 leaves no manner of doubt that the powers that are to be exercised by the official liquidator are the powers which are exercised by him for and on behalf of the company or for the benefit of winding up of the company or for the purposes of realising the assets or effects of the company. Thus, the official liquidator acts for the company. He is also required to act in the name of the company. Section 458 merely provides for the discretionary powers of the court. It does not detract from the basic position that the conferment of the powers upon the official liquidator by section 457 is for the benefit of the beneficial winding up of the company. The governing perimeter of the powers conferred upon the official liquidator is the beneficial winding up of the company and doing of things which subserve the said purpose. In my opinion, the actions that are taken or the rights and obligations of the official liquidator are all in his capacity as a statutory authority empowered to wind up the company subject to the supervision of the court. Under the provisions of law, the official liquidator is merely constituted a custodian of the properties, effects or actionable claims to which a company is entitled. Thus, the creation of new rights in favour of the official liquidator are more or less creation of rights in favour of the company which is being wound up. It would be anomalous to hold that the conferment of the power on the custodian of a company is not the conferment of the power on the owner of whom the custodian is merely a delegate or an agent by virtue of the provisions of law. It must, therefore, be held that the misfeasance proceedings are enforcement of the rights of a company in respect of the forms of misconduct which come within the pale or the purview of section 543 of the Companies Act, 1956."