(1)[Except with the [consent][of the company accorded by a special resolution,-(a)no Director of a company shall hold any office or place of profit, and(b)[no partner or relative of such Director, no firm in which such Director, or a relative of such Director, is a partner, no private company of which such Director is a Director or member, and no Director or manager of such a private company, shall hold any office or place of profit carrying a total monthly remuneration of [such sum as may be prescribed],[, except that of Managing Director or manager,] [ Substituted by Act 65 of 1960, Section 116, for sub-Section (1) (w.e.f. 28.12.1960).][banker or trustee for the holders of debentures of the company,- [ Substituted by Act 65 of 1960, Section 116, for sub-Section (1) (w.e.f. 28.12.1960).](i)under the company; or(ii)under any subsidiary of the company, unless the remuneration received from such subsidiary in respect of such office or place of profit is paid over to the company or its holding company:[Provided that it shall be sufficient if the special resolution according the consent of the company is passed at the general meeting of the company held for the first time after the holding of such office or place of profit:Provided further that where a relative of a Director or a firm in which such relative is a partner, is appointed to an office or place of profit under the company or a subsidiary thereof without the knowledge of the Director, the consent of the company may be obtained either in the general meeting aforesaid or within three months from the date of the appointment, whichever is later.] [ Substituted by Act 65 of 1960, Section 116, for sub-Section (1) (w.e.f. 28.12.1960).]Explanation .-.For the purpose of this sub-section, a special resolution according consent shall be necessary for every appointment in the first instance to an office or place of profit and to every subsequent appointment to such office or place of profit on a higher remuneration not covered by the special resolution, except where an appointment on a time scale has already been approved by the special resolution.
