Section 235 proceedings do not survive a director's death unless the statute expressly allows continuation against legal representatives.

Proceedings under section 235 of the Indian Companies Act against a director do not survive his death unless the statute itself clearly provides for continuation. The Madras High Court held that section 198 did not authorise extending the summary proceeding to the deceased director's estate, and that Order 22 Rule 4 and section 141 of the Code of Civil Procedure apply only where the right to sue survives. As survival was not established under section 235, the legal representatives could not be brought on record and the proceeding could not continue against the heirs.

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Issues: Whether proceedings under section 235 of the Indian Companies Act against a director can be continued after his death by bringing his legal representatives on record.

Analysis: The liability under section 235 had to be determined from the language of that section. Section 198 did not authorise extension of that summary proceeding to the estate of a deceased director. Section 141 of the Code of Civil Procedure and Order 22 Rule 4 applied only where the right to sue survived, and the Court held that the survival of such a proceeding was not established under section 235. The earlier decisions taking the same view were followed.

Conclusion: Proceedings under section 235 could not be continued against the heirs of a deceased director.

Ratio Decidendi: A summary proceeding under section 235 of the Indian Companies Act does not survive the death of the director unless the statute itself so provides, and the provisions for bringing legal representatives on record apply only where the right to continue the proceeding survives.

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