TMI Blog1976 (9) TMI 108X X X X Extracts X X X X X X X X Extracts X X X X ..... , 1970, and with effect from the 1st day of August, 1970, another director, viz., Shri C. Bommaiah Naidu, was elected director-surveyor instead. Both these directors were paid a salary in lieu of the performance by them of 'their duties as surveyors. This fact having come to the knowledge of the Registrar of Companies, Madras (hereinafter referred to as "the Registrar"), he objected to their appointment as surveyors on the ground that it had been made in contravention of section 314 of the Companies Act. In order to meet the objection of the Registrar, the company wrote to him a letter dated the 2nd December, 1971, the relevant portion of which is extracted below : "We are advised to state that the provisions of section 314 of the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with the appointment of a director under section 309(1) and the opinion formed by the company regarding the ability of the director to render such services under the proviso to section 309(1). Therefore, the mere fact that the board of directors is satisfied with regard to the capacity of the director to render service as a surveyor will not take away the case out of section 314. The requirement of section 314 is independent of section 309, unless the appointment comes under any of the exceptions. Further, it appears that Shri Bommaiah has been appointed as a surveyor pure and simple and there is no reference to his appointment as a technical adviser. In this connection, it may also be stated that persons who are appointed to occupy the p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ebentures of the company, ( 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". The case propounded on behalf of the company is that in the performance of his duties all that a surveyor is called upon to do is to examine buildings and other properties and to assess the price thereof for the purpose of. finding out whether the same would be adequa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... no reference to such experience or the length thereof was made at any stage of the correspondence between the company and the Registrar ; nor does the same find a place in the petition and must, therefore, be regarded as an afterthought. Accordingly, I find that the two directors in question were appointed surveyors without having any qualifications for the job and if that be so, they could not be regarded as technical advisers, for it is not open to a company to give the designation of technical adviser to any director and appoint him as such and thereby avoid the consequences of section 314. A technical adviser to be regarded as such within the meaning of the section has to be a person with technical qualifications for the job entrusted ..... X X X X Extracts X X X X X X X X Extracts X X X X
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