Statutory immunity and good faith do not bar misfeasance proceedings where liability depends on disputed facts.

A nominee-director's claim of statutory protection and good faith did not justify terminating misfeasance proceedings at the threshold where the allegations turned on disputed facts. The Court held that whether the director's conduct was within the claimed immunity and whether it was done in good faith required trial and could not be conclusively decided on affidavits and documents at the preliminary stage. The official liquidator was permitted to file points of claim, with the respondents to answer them in the ordinary course of misfeasance proceedings, and the objection to maintainability was rejected.

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Issues: Whether a misfeasance application under section 543(1) of the Companies Act, 1956 could proceed against a nominee-director who claimed statutory immunity under the Industrial Reconstruction Bank of India Act, 1984, and whether the preliminary objection to maintainability should be accepted at the threshold.

Analysis: The nominee-director's plea rested on the protection claimed under sections 36(3)(b) and 64 of the Industrial Reconstruction Bank of India Act, 1984, together with the contention that the alleged acts were done in good faith and without specific allegations. The Court held that the director's duties and whether his conduct was in good faith were matters requiring trial and could not be conclusively determined from the affidavits and documents at the preliminary stage. It also found that the official liquidator should be permitted to file points of claim and the respondents should be allowed to answer them in the ordinary course of misfeasance proceedings.

Conclusion: The preliminary objection to maintainability was rejected and the misfeasance proceedings were allowed to continue against the respondents.

Final Conclusion: The matter was directed to proceed in the normal misfeasance procedure, with pleadings and discovery to follow before final hearing.

Ratio Decidendi: A claim of statutory protection and good faith by a nominee-director does not bar misfeasance proceedings at the threshold where the issue depends on disputed facts requiring trial.

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