Confusing regarding, Sec 314 of The Companies Act,1956

Other than director or manager of the company has to be appointed to office or place of profit.
 i.e. partner or relative of 'director or manager',
a firm having partner or relative of 'director or manager',
a private company where 'director or manager' is director or member,
a body corporate wherein 'director or manager' is trustee
with monthly remuneration specified only for appointment to office or place of profit of the company has to be appointed,
then wherein
    * requiring prior consent accord with special resolution passed in AGM and Central Government's Approval
    * no need of such compliance
 

Please suggest me in these situations...