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In Re : East of England Bank-Feltoms Executors Case (Supra), the question was left undecided whether the remedy against the estate of a delinquent Director was by way of a suit. or in winding up proceedings. It was certainly not held there that there was no remedy. In Re : British Guardian Life Assurance Company (Supra), it was observed that the Directors were liable for breaches of trust for moneys not rightly invested, although, it was held that, on the language of Section 165 of the English Companies Act, which was very similar to Section 235 of the Act of 1913, these summary proceedings were not available against the heirs of a delinquent Director. English Courts have, however, held that equitable relief against the deceased Directors estate, which may have benefitted from breach of trust. was not barred. (See: Erlanger Vs. New Sombrero Phosphate Co.;(1) Ramskill Vs. Edwards;(2 ) Re : Sharne (3) In W. S. Ramaswamy Iyer & Anr. Vs. Brahmavya & Co., Official Liquidators. Hanuman Bank Ltd., (4) , a Division Bench of the Madras High Court held that, as the position of a Director of a Company was analogous to that of a trustee with regard to powers over the funds of the Company, and, as his office was of a fiduciary character, he would be liable for breaches of trust if he misused his powers. It was held that the liability incurred by Directors by such misuse of power was neither exhausted by proceedings against them in the course of a Company's liquidation nor did it vanish with the death of a Director.

Upon the facts examined by the learned Company Judge very fully and less fully by the Division Bench and the findings recorded thereon, it is clear to us :that, although the Managing Director was conducting the day to day affairs of the Company and must, therefore, be held responsible for a greater share of losses incurred due to misappropriations, dishonesty, and misuse of managerial powers, yet, his Co- Directors could not possibly be ignorant of the nature of such dealings and activities of the employees and the Managing Director simply because they had executed a power of attorney in favour of the Managing Director. The Company Judge, relying upon observations in Overend & Gurney Co. v. Gibb(1) had held that :