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Interpretation of section 314 of the Companies Act regarding the appointment of directors as surveyors and technical advisers. Analysis: The judgment revolves around the interpretation of section 314 of the Companies Act concerning the appointment of directors as surveyors and technical advisers. The petitioner, a company, appointed two directors to perform the duties of surveyors, claiming they were technical advisers exempt from section 314. The Registrar objected, stating that remuneration for services rendered by a director constitutes holding an office of profit under section 314. The Registrar emphasized that mere satisfaction of the board regarding a director's capacity does not exempt the appointment from section 314. The Registrar advised compliance with section 314 to avoid legal consequences. The company challenged the Registrar's stand under Article 226 of the Constitution. The company argued that a surveyor's role is akin to that of a technical adviser under section 314, focusing on assessing properties for loan security. However, the Registrar contended that a technical adviser must possess technical knowledge, which the appointed directors lacked. The court agreed with the Registrar, emphasizing that technical advisers must have qualifications to discharge their duties effectively. The court noted that the directors lacked stated qualifications for the job, indicating they were not technical advisers as per section 314. The court highlighted that designating a director as a technical adviser without the necessary qualifications would undermine the purpose of the section. Regarding the contention of a special resolution ratifying the directors' appointments, the court found no evidence in the petition or during the hearing to support this claim. Although a special resolution was presented during the hearing, it was passed after the directors' appointments, failing to meet the requirement of being passed at the first general meeting after the appointments. As a result, the court held that the company could not benefit from the proviso in section 314. Consequently, the court upheld the Registrar's order, dismissing the petition without costs. In conclusion, the judgment clarifies the requirements and limitations of section 314 of the Companies Act concerning the appointment of directors as technical advisers and the implications of holding an office of profit. It underscores the necessity for technical advisers to possess relevant qualifications and the importance of complying with statutory provisions to avoid legal repercussions.
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