9911796707
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Issues:
1. Violation of s. 314 of the Companies Act, 1956 by the second and third respondents. 2. Interpretation of s. 314(1)(a) and (b) regarding holding of office or place of profit by a director or a relative. 3. Determination of whether the second respondent held any office or place of profit. 4. Examination of whether the third respondent, as the son of the second respondent, violated s. 314(1)(b) of the Act. Analysis: 1. The judgment pertains to an application under s. 314 of the Companies Act, 1956, seeking a declaration that the second and third respondents vacated their offices due to a violation of the Act. The applicant argued that the third respondent, being the son of the second respondent, was appointed without the company's consent, breaching s. 314 provisions. The court analyzed the relevant sections of the Act to determine the applicability of the violations. 2. The court delved into the interpretation of s. 314(1)(a) and (b) concerning the holding of office or place of profit by a director or a relative. It emphasized that the prohibition under s. 314(1)(b) applies to a relative of a director holding any office or place of profit, not just any ordinary director. The judgment clarified the distinction between a director holding a place of profit and an ordinary director to ascertain the scope of the violations alleged in the application. 3. Regarding the second respondent, the court scrutinized whether he held any office or place of profit as defined in s. 314(3) of the Act. It noted that the applicant failed to provide evidence that the second respondent received additional remuneration beyond what was entitled to him as an ordinary director. The court highlighted that without proof of holding an office or place of profit, the alleged violation of s. 314(1)(a) could not be established. 4. In the case of the third respondent, the court concluded that the applicant did not succeed in demonstrating that the third respondent, as the son of the second respondent, violated s. 314(1)(b) of the Act. The judgment emphasized that for the provision to apply, the relative must be of a director holding an office or place of profit. Since the second respondent was not deemed to hold such a position, the violation alleged against the third respondent was dismissed. 5. Ultimately, the court dismissed the application, ruling that the applicant failed to prove the alleged violations by the second and third respondents under s. 314 of the Companies Act, 1956. The judgment concluded that without evidence of holding an office or place of profit, the application lacked merit and was thus rejected without costs.
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