1958 (8) TMI 29

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....that no special resolution has been adopted by the company under section 314(1) of the Companies Act, nine directors of the company named in the margin were either holding offices of profit under the company, or else relations of theirs were employed in the company, and, therefore, the said directors must be deemed to have vacated their offices as director with effect from the 1st of April, 1956, when the Act came into force, and no return in the prescribed form showing the changes in the board of directors had been filed in the office of the Registrar within fourteen days of the change, or in fact apparently up to the time when the complaint was filed in June, 1957. It was further mentioned that special resolution for confirmation of the a....

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....ing director, managing agent, secretaries and treasurers, manager, legal or technical adviser, banker, or trustee for the holders of debentures of the company,- (a)under the company; or (b)under any subsidiary of the company, unless the remuneration received from such subsidiary in respect of such office or place is paid over to the company or its holding company. (2) If any office or place of profit under the company or a subsidiary thereof is held in contravention of the provisions of sub-section (1), the director concerned shall be deemed to have vacated his office as director with effect from the first day on which the contravention occurs; and shall also be liable to refund to the company any remuneration received, or the monetary e....

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....y virtue of any previous companies law shall be deemed to have been appointed to that office under or by virtue of this Act." The question is therefore whether in the case of a company which was already in existence on the 1st of April, 1956, when the old Act of 1913, was superseded by the new Companies Act, and in which offices of profit in or under the company were held by directors themselves or by relations of theirs, section 652 will dispense with the necessity for having the holding of these offices of profit by directors or their relations approved by a statutory majority of the members of the company by means of a special resolution as provided in section 314, immediately or or as soon as possible after the coming into force of the....