Office or place of profit: prohibition on holding remunerative positions without special resolution; contravention causes vacancy and refund. The statute prohibits a director and, subject to stated exceptions, connected persons from holding any office or place of profit in the company or its subsidiaries without the company's consent by special resolution; certain higher-remuneration appointments also require Central Government approval. Proposed appointees must declare connections with directors. Contraventions result in the person being deemed to have vacated the office and liable to refund remuneration or monetary equivalents, and the company cannot waive recovery except with Central Government permission. The section defines an office or place of profit by reference to receipt of remuneration or perquisites.