Statutory disqualification for director election turns on the person's own status, not agency or partnership connections.

Section 261(1) of the Companies Act, 1956 applies only where the person elected himself falls within one of its specified disqualifying categories. A power of attorney from a shareholder-company creates only a principal-agent relationship and does not, by itself, make the holder an officer, employee, or person holding an office or place of profit under the company. Nor do partnership connections or a managing-agency arrangement automatically make every connected person a managing agent for this purpose. The statutory categories must be satisfied on the person's own position and facts before a special-resolution requirement arises.

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Issues: Whether the second defendant, by reason of his power of attorney, partnership connections, or alleged position under the managing agency arrangement, fell within any disqualifying category in section 261(1) of the Companies Act, 1956 so that his election as a director could be valid only by special resolution.

Analysis: The disqualification under section 261(1) applies only where the statutory preconditions are satisfied and the person elected answers one of the specified categories. The Court construed the definitions of managing agent, manager, officer, employee, and associate according to their statutory language and ordinary legal meaning. A mere power of attorney from a shareholder-company created only a principal and agent relationship and did not make the holder an officer or employee of the company, nor did it establish that he held an office or place of profit under the company. The Court further held that neither the power of attorney nor the partnership structure made the second defendant himself a managing agent, and that the statutory definitions did not justify treating every partner or connected person of a managing-agent firm as the managing agent for section 261(1). The attempt to bring the case within clauses (a), (d), and (f) failed on the facts and on the construction of the Act.

Conclusion: The second defendant did not fall within any disqualifying clause of section 261(1) and was not required to secure election by special resolution.

Final Conclusion: The election of the second defendant by ordinary resolution was valid and the plaintiff's suit could not succeed.

Ratio Decidendi: For section 261(1) of the Companies Act, 1956, disqualification depends on the person himself answering the statutory description; agency arrangements or partnership connections do not, without more, convert an agent or partner into an officer, employee, or managing agent for the purpose of the special-resolution requirement.

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