Liability of Legal Representative of Director

of a company in the discharge of its liabilities and returning any surplus to those entitled to it, subject to the cost of doing so.
Dissolution

By virtue of Section 481 of the Companies Act, 1956/ when the affairs of a company have been compietely wound-up or when, for want of funds and assets or for any other reason, the liquidator cannot proceed with the winding-up and it is just and reasonable so to do, the Court shall make an order that the company be dissolved from the date of the order, and the company shall stand dissolved accordingly.
Thus, winding-up is the process that finally ends up in the dissolution of the company.
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Q 29. Examine the extent to which the legal representative of a deceased director against whom misfeasance proceedings were initiated by the liquidator of the company, under the Companies Act. 1956. can be held liable. fC.A. (Final) May, 1998J

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Liability of Legal Representative of Director
The cause of action in misfeasance proceedings against the director or other delinquent officer initiated under Section 543 survives against the legal representatives. In Official Liquidator, Supreme Bank Ltd., Vs. P.A. Tendo/lear (1973) 43 Compo Cas. 382, the Supreme Court' held that the proceedings commenced against the delinquent director of a company in liquidation under Sections 542 and 543 can be continued after his death against his legal representatives and the amount declared to be due in such misfeasance proceedings can be realised from the estate of the deceased in the hands of his legal representatives. The Court further held that the legal representatives would not, however, be liable for any sum beyond the value of the estate of the deceased in their hands.
* Supreme Court gave a similar ruling in Official Liquidator Vs. Parthasarthi Sinha. AIR 1983 SC 188.