Stale misfeasance proceedings may not be restored when delay, respondent deaths, and missing records make defence impracticable.

Misfeasance proceedings based on transactions over three decades old may be refused restoration where delay has made proof and defence impracticable, several proposed respondents have died, and the relevant records were not produced in time. The article notes that the application was brought near the limitation period under the Companies Act, 1956, while the official liquidator failed to secure timely inspection of the relied-upon documents and took no prompt steps after learning of the deaths. It also records that creditors had been paid and shareholders had received a dividend, reinforcing the practical difficulty of reviving the summons.

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Issues: Whether the misfeasance summons, dismissed by the single judge, should be restored in appeal despite the long lapse of time, the death of several respondents, and the difficulty in securing effective inspection and defence.

Analysis: The appeal concerned misfeasance allegations arising from transactions more than three decades old, founded on a historical report and brought near the expiry of the limitation period under section 543(2) of the Companies Act, 1956. The record showed repeated failure by the official liquidator to give timely inspection of the relied-upon documents, delayed service, and lack of prompt steps after it became known that several respondents had died before the summons was taken out. The Court also noted that the company's creditors had been fully paid and shareholders had received a dividend, while the age of the allegations made proof and defence extremely difficult for both sides.

Conclusion: The misfeasance summons was not fit to be restored, and the appeal failed.

Final Conclusion: The dismissal of the misfeasance summons was affirmed on substantially different reasons, with the result that the appellant obtained no relief.

Ratio Decidendi: Where alleged corporate misconduct is stale, several proposed respondents have died, and effective defence or proof has become impracticable because of delay and non-production of records, the court may decline to restore misfeasance proceedings even if the merits were not examined in detail.

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