Personal misfeasance liability cannot be enforced against a deceased director's heirs by substitution, and such an order is appealable.

Misfeasance liability under company law is personal to the delinquent director or officer and, absent express statutory authority, cannot be enforced against heirs or legal representatives by substitution in the proceeding. The text notes that while a declaration of liability may sometimes survive death, compulsive enforcement against the deceased director's estate through substitution is not warranted. It also states that an order directing such substitution in winding-up proceedings is not a mere procedural step: it raises a jurisdictional question, has sufficient finality on the liability issue, and is therefore appealable as a judgment.

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Issues: (i) Whether a misfeasance proceeding under the companies law can continue against the heirs and legal representatives of a deceased director by substitution. (ii) Whether the order directing substitution in such a winding-up proceeding is appealable and amounts to a judgment.

Issue (i): Whether a misfeasance proceeding under the companies law can continue against the heirs and legal representatives of a deceased director by substitution.

Analysis: The liability under the misfeasance provision is personal to the director or officer whose conduct is to be examined and whose repayment or restoration may be compelled. The provision does not expressly authorise proceedings against heirs or legal representatives, nor does it permit a compulsive order against the estate of a deceased director in substitution proceedings of this kind. The statutory scheme and the binding authorities considered support the view that, although a declaration of liability may in some cases be possible after death, substitution of heirs in place of the deceased director for enforcement under the misfeasance provision is not warranted.

Conclusion: The substitution of the heirs and legal representatives was not legally sustainable and was set aside.

Issue (ii): Whether the order directing substitution in such a winding-up proceeding is appealable and amounts to a judgment.

Analysis: An order made in the course of winding up falls within the appellate scheme governing company matters, and the width of the relevant appeal provision is not cut down by a narrow reading of the procedural limb. An order affecting the asserted liability of heirs in a misfeasance proceeding is not a mere ministerial or procedural direction; it raises a jurisdictional question and has sufficient finality on the legal issue to answer the test of appealability as a judgment.

Conclusion: The appeal was maintainable and the substitution order was appealable as a judgment.

Final Conclusion: The decision confirms that misfeasance liability under the company law is personal to the delinquent director and cannot be enforced by substituting his heirs in that proceeding, while also recognising the appealability of an order improperly assuming such jurisdiction.

Ratio Decidendi: A misfeasance proceeding under the company law is a personal statutory remedy against the delinquent director or officer and, absent express statutory authority, cannot be continued by substituting heirs or legal representatives to impose compulsive liability on them.

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