Misfeasance proceedings are personal to the director and do not survive against heirs; substitution was refused.

Misfeasance proceedings under section 235 of the Indian Companies Act were held to be a personal summary remedy against a director during lifetime and not a claim that survives against heirs or other legal representatives. Section 306 of the Indian Succession Act was held to apply only to executors or administrators, not to heirs merely representing an estate. The court therefore found no statutory basis for substituting the deceased director's heirs, and the proceeding could not continue against them.

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Issues: Whether misfeasance proceedings under section 235 of the Indian Companies Act could be continued after the death of the director against his heirs or other legal representatives, and whether section 306 of the Indian Succession Act enabled such substitution.

Analysis: Section 235 of the Indian Companies Act was construed as a summary remedy directed against the director personally during his lifetime and not as a proceeding intended to continue against heirs representing his estate. The earlier English authorities on the corresponding provision were followed. Section 306 of the Indian Succession Act was held to apply to executors or administrators as defined in that Act, and not to heirs merely representing an estate. Even on the wider argument that the proceeding was a special proceeding, the statutory language did not justify substitution of the deceased director's heirs in place of the original opposite party.

Conclusion: The misfeasance proceeding did not survive against the heirs or personal representatives as such, and substitution was not permissible.

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