a dichotomy in the matter of the exercise of the power of the court in such matters. As per cl. (a) of sub-s. (1) of s. 543 of the Act, such a power to assess the damages could be invoked in case of misapplication and retention of monies or property of the company and on a fair and reasonable conclusion by the court that the officers of the company are liable or accountable for the same. The court can then exercise its jurisdiction and assess the damages against the delinquent director or officer. Clause (b) of sub-s. (1) of s. 543 of the Act, however, lays down a specific hypothesis for the invocation of the power and for the exercise of it. It contemplates that the delinquent director should be found to be guilty of misfeasance or breach of trust in relation to the company. Therefore, cl. (b) deals with a particular situation, wherein it should appear to the court, whether on the application of the liquidator or any creditor or contributory, that the company whilst it was functioning acted through a body known as the directors or the officers who are guilty of appropriation without authority of the funds of the company. It may ultimately be a case wherein there was misappropriation also resulting in the breach of that faith which the shareholders and the creditors outside the domestic chamber of activity of a company place in the body of directors or officers in charge of the affairs of the company. A further elucidation of the purpose and objective of cl. (b) of sub-s. (1) of s. 543 is not necessary for purposes of this case. I am not, therefore, embarking on it. But as it appears on the arguments addressed before me, the official liquidator can succeed in making for the issuance of the prayer in the summons only if he proves that the respondents 1 to 4 as quondam directors of the company have become liable or accountable for the money which was due to the company. Certainly, this is not a case where monies have been misapplied or monies have been retained by the directors including the respondents 1 to 4. The question, therefore, is whether, in the circumstances of the case, respondents 1 to 4 or any one or more of them are accountable for the monies claimed in the judge's summons.”
