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2018 (4) TMI 1413 - HC - Companies LawScope of Practice of the Profession of Architecture - Restrict registration applications from any ‘company’ or ‘Limited Liability Partnership’ (hereinafter referred to as “LLP”) which states that it provides architectural services as of one of its objectives in its memorandum of association - whether the practice of the profession of architecture is the exclusive privilege of natural persons registered under the Act? - Held that:- Inevitable conclusion is that the Act only prohibits the use of the title and style of 'architect' by unregistered natural persons or juristic entities. It does not prevent unregistered persons, including juristic entities, from rendering architectural services or mentioning the same as one of their objectives in their MOA. Permitting a person/juristic entity, who is not registered under the Act to use the term 'architect' in their/its name, would amount to permitting something which the Act wanted to prohibit. Thus find that the intent of Section 37 is that the public should not be mislead to believe that persons/juristic entities that use the title/style of architect or its derivatives are registered architects, even when they are not. Therefore, persons/juristic entities cannot be allowed to use the style/title of architect or its derivatives in their names, unless they are registered as architects with the COA. When the FIPB approval was granted to RSP Singapore, there was admittedly no clarity on whether the use of the expression 'architect' in the title/style/name of a juristic entity was prohibited by the provisions of the Act. Further, RSP Singapore's subsidiary has now already changed its name to RSP Design Consultants India Pvt. Ltd., by removing the word architect from the same in conformity with the provisions of the Act. Therefore, find no reason to grant the prayer seeking cancellation of the FIPB approval granted to RSP Singapore. The first part of the Impugned Circular No. 1, entities/persons who are not registered as architects are prohibited from using the title/style of architect, is in consonance with the scheme of the Act and promotes the intent of the Act by ensuring the title of an architect is not misused by unregistered persons. No reason to interfere with the said part of the circular. However, when examine the second part of the Impugned Circular No. 1 and the Impugned Circular No. 2, it is find that they, instead of only prohibiting unregistered persons/entities from using the style and title of ‘architect’, also effectively prohibit the incorporation of companies/LLPs that include the rendering of architectural services as one of their objectives, even if such juristic persons do not use the title and style of ‘architect’. Furthermore, in the Impugned Circular No. 2, the Ministry of Corporate Affairs wrongly equates the provisions of the Architects Act with those of the CA Act, Cost and Works Accountants Act, 1959 and Company Secretariats Act, 1980, each of which specifically ban the practice of their respective professions by companies (whether incorporated in India or elsewhere) and provide punishment for contravention of the said provisions. No such provision can be found in the Architects Act. On the contrary, specific provisions can be found in the Architects Act, which allow for the employment of architects in companies, which would not be allowed if the legislative intent was to restrict the practice of architecture to private persons and partnerships. The second part of the Impugned Circular No. 1 dated 10.10.2011, Impugned Circular No. 2 dated 01.03.2012 and second part of the Impugned Notice dated 20.05.2013 in imposing the aforementioned restrictions, are contrary to the provisions of the Act, and are, therefore, quashed.
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