JUDGMENT : HRISHIKESH ROY, J. 1. The appellant, who is the writ petitioner, is aggrieved by the judgment dated 16.11.2018 whereby W.P.(C)No.21926/2018 was dismissed by the learned single Judge. The challenge in the writ petition was to the order dated 29.6.2018 (Ext.P7) of the Kerala State Election Commission in the O.P.No.51 of 2017, whereby the petitioner was rendered disqualified to continue as a Councillor of the Kayamkulam Municipality. The impugned declaration was made under Section 86 of the Kerala Municipality Act, 1994, hereinafter referred to as “the Act” on the basis of the complaint filed by a voter in Ward No.08 of Kayamkulam Municipality, wherefrom the petitioner was elected on 5.11.2015. 2. During his tenure as Councillor, the petitioner was appointed as Director Cum Chairman of the Board of Directors of the Kerala Agro Industries Corporation, Thiruvananthapuram, by Government Order dated 21.12.2016 (Ext.P1). This is a Government company within the meaning of Section 617 of the Companies Act, 1956. The Government Order dated 9.9.2013 (Ext.P2) specifies the duties and functions of the Chairman of the Public Sector undertaking and also about their entitlement to honorarium, sitting fees, use of vehicles and such other perks. As can be seen, the petitioner as the Chairman is entitled to an honorarium of Rs.20,000/- per month and sitting fee of Rs.500/-for attending the Board meetings. He is also provided with a chauffeur driven car and other perks of the office. 3. While so situated, the 1st respondent Rafeeq filed the complaint (Ext.P3) before the State Election Commission (respondent No.3) that the petitioner in the position of Chairman, accepts honorarium and therefore he is disqualified under Section 86 of the Kerala Municipality Act. In his response (Ext.P4), the petitioner however had contended that as a Councillor, he is getting honorarium but he is not an officer or employee of the Corporation and therefore his acceptance of honorarium will not disqualify him, under Section 86 of the Municipality Act. 4. After exchange of pleadings in the O.P.No.51/2017, the State Election Commission received evidence adduced by the parties and noted that the petitioner has received honorarium of Rs.31,060/- from the Corporation. On the basis of the material produced, the Commission concluded that the Corporation is a company incorporated under the Companies Act. 4. After exchange of pleadings in the O.P.No.51/2017, the State Election Commission received evidence adduced by the parties and noted that the petitioner has received honorarium of Rs.31,060/- from the Corporation. On the basis of the material produced, the Commission concluded that the Corporation is a company incorporated under the Companies Act. The Commission then referred to the Explanation (2) of Section 86 (1) of the Municipality Act and stated that the petitioner, by virtue of the perks and honorarium received by him, shall be deemed to be an employee of the Corporation and therefore, he incurs the disqualification prescribed by the Act. Accordingly, the Election Commission on 29.6.2018 (Ext.P7) held that the petitioner being disqualified, cannot be allowed to continue as a Councillor. 5. Thus aggrieved, the Ext.P7 order of the Election Commission was challenged in the W.P.(C)No.21926 of 2018, where the petitioner contended that the Explanation (2) of Section 86 (1) of the Municipality Act is ultravires and beyond the legislative competence of the State and it was accordingly argued that he cannot be held to be disqualified on the basis of the said Explanation(2)inserted in Section 86 (1). In order to attract Section-86(1) of the Act, the targeted person, according to the petitioner should either be an officer or an employee in the service of the State or in a Corporation but as a Chairman, he can neither be categorised as an officer nor an employee, to earn the disqualifications, under Section 86 of the Act. 6. On the other hand, the complainant (1st respondent) had supported the Ext.P7 conclusion of the Election Commission in the Ext.P7 order. 7. For the Election Commission, the learned counsel Sri. Murali Purushothaman contends that Explanation(2)of Section 86 (1) merely clarifies the term used in Section 86 (1), in accordance with the mandate contained under Section 86(1) and he refers to Section 107 of the Kerala Co-operative Societies Act to project that although the provisions of the Companies Act, 1956 are not applicable to a Co-operative Society, this Court in the judgment dated 5.9.2005 in the W.P.(C)No.19463/2005, (Abdul Razack Thayalkandi vs. State of Kerala) in the context of Explanation (1) of Section 86 (1) of the Kerala Municipality Act, observed that an explanation can have the effect of extending the scope of the main provision. In other words, but for the explanation in Section 86, an employee of a Co-operative Society would not have been comprehended within the four corners of the word 'Company' in the main section. Paragraph 3 of the said decision reads thus; “ …................ …............... …............... …................... ….......... 3. There is no case for the commission that there is 51 percent Government shareholding in the Societies in question. I am of the opinion that the word "Company" under Section 86 of the Kerala Municipality Act has been given an extended meaning by virtue of the Explanation to Section 86. When the word 'Company' is used, it may be taken as referring to a Company as it is understood under the Companies Act. A Company under the Companies Act is one which is registered under the Companies Act. But for the explanation, a Co-operative Society would not have been included within the ambit of the word 'Company" in the provision. It is settled law that an explanation can have the effect of extending the scope of the main provision. This is one such illustration. In other words, but for the explanation, an employee of a Cooperative Society would not have been comprehended within the four corners of the word 'Company' in the main section. A further qualification is added i.e. there should be not less than 51 per cent shares held by a state, central Government or local authority. It is submitted by counsel Sri. Santhosh Kumar on behalf of the Societies that the Government is a member of the Society and the Government does have shares having an extent of 51 percent. It is open to the Government under Section 16 of the Co-operative Societies Act to become a member of a Co-operative Society. Voting rights are conferred on Members under Section 20. A member may be a nominal or associate member as contemplated under section 18. Under Section 22 of the Act, no Member other than the Government, any statutory authority or non-statutory board, committee or Corporation approved by the Government shall hold more than such portion of the share capital not exceeding 1/5th share as may be prescribed. Thus, it is open the Government to hold more than 1/5th share capital. The transfer of a share is permitted subject to conditions and restrictions as to the maximum holdings specified under Section 22. Thus, it is open the Government to hold more than 1/5th share capital. The transfer of a share is permitted subject to conditions and restrictions as to the maximum holdings specified under Section 22. But, the transfer is not to be valid unless the member has held the share for not less than three years and the transfer is approved by the Committee of the Society. The management of a Society subject to the Rules and the bye laws is to be vested in the General Body of the Members. Chapter VI deals with State aid to Co-operative Societies. Section 42 provides that the Government may subscribe directly to the share capital to any Society with its limited liability. Section 53 provides for other forms of State aid societies. It includes giving of loans or making of advance to societies. It is to be seen that only a Member of Co-operative Society has voting rights. Therefore, this is case where a Member is used inter-changeably with the term “share-holder". The contention of the learned counsel for the petitioners, Shri. T.K. Vipindas, is that it is not a case of share holding which is tabooed under Section 86 of the Municipality Act for the reason that shares now shown to the credit of the Government as 51 per cent is so arrived at by converting the financial assistance under Section 53 of the Act. I am not impressed by the contention. It is clear that even in the Counter Affidavit filed by the firth respondent Society, the Government is shown as holding (as per the records) more than 51 percent shares of the total shares and the respective share certificates have already been sent in the name of the Governor of Kerala for and on behalf of the Government. In such circumstances, though the petitioners have succeeded in showing that the word “company" as used in Section 86 includes only such Cooperative Societies in which the Government has 51 percent share holding, the petitioners have failed to show that in the societies in question, the Government does not have 51 percent of share holding. On the contrary, it is clear that the Government has 51 percent share holding in the Society. On the contrary, it is clear that the Government has 51 percent share holding in the Society. If that be so, in the absence of a challenge to section 86 of the Kerala Co-operative Societies Act, it is clear that, the petitioners are disqualified under the said provision to stand for election. …................ …............... …............... …................... …..........” 8. Section 86 of the Kerala Municipality Act deals with disqualification of officers and employees of Government, local authorities, etc. As per Section-86(1), no officer or employee in service of a State or Central Government or a local authority or a Corporation owned or controlled by a State or the Central Government or of a Company in which State or Central Government or local authority has not less than 51 percent share or of Boards or any University established under a State enacement shall be qualified for election, or for holding, the office of Councillor of a Municipality. The Explanation(1) to Section 86(1) provides that for the purpose of this Section, 'Company' means a Government Company as defined in Section 617 of the Companies Act, 1956 and includes a Co-operative Society registered or deemed to have been registered under the Kerala Co-operative-Societies Act,1969. Similarly, Explanation (2) provides that for the purpose of this Section, the part time employees and persons receiving honorarium except the Anganwadi employees, Balawadi employees and Asha Workers shall be deemed to be employees. The Explanations to Section 86 (1) thus widens the amplitude of the term used in that Section. 9. After considering the rival contentions, the learned Single Judge held that Explanation (2) was brought to the Statute Book with effect from 14.06.2010 in order to clarify who is an employee of the State or Central Government or a Corporation owned by a State or the Central Government and in that process, it is explained that, an employee is a person who receives honorarium also. The learned Judge noticed that the object of Section 86(1) is to ensure that a person elected as a Councillor of a Municipality is utilising his time for the purpose of serving his Ward and also participate in the meetings of the Municipality without being disturbed in any other manner. The learned Judge noticed that the object of Section 86(1) is to ensure that a person elected as a Councillor of a Municipality is utilising his time for the purpose of serving his Ward and also participate in the meetings of the Municipality without being disturbed in any other manner. So also, when there is any conflict of interest by and between the Corporation chaired by him and the Municipality in question, it may have serious repercussions, because of which the Government decided to carry out necessary amendments in order to tide over the situation. On a conclusion that the Explanation (2) to Section 86(1) clarifies the ambiguity contained in that Section, the learned Single Judge repelled the challenge made in the writ petition against Explanation (2)to Section 86 (1). 10. In Shibu Soren v. Dayanand Sahay [ (2001) 7 SCC 425 ] the Apex Court while dealing with the expression “office of profit” in Article 102 (1)(a) of the Constitution of India held that the question whether a person holds an office of profit is required to be interpreted in a realistic manner having regard to the facts and circumstances of each case and relevant statutory provisions. While 'a strict and narrow construction' may not be adopted which may have the effect of 'shutting off many prominent and other eligible persons to contest the elections' but at the same time in dealing with a statutory provision which imposes a disqualification on a citizen, it would be unreasonable to take merely a broad and general view and ignore the essential points. The expression "office of profit" should be interpreted with the flavour of reality bearing in mind the object for enactment of Article 102 (1)(a) namely to eliminate or in any event to reduce the risk of conflict between the duty and interest amongst members of the legislature by ensuring that the legislature does not have persons who receive benefits from the Executive and may thus be amenable to their influence. 11. In Jaya Bachan v. Union of India [ (2006) 5 SCC 266 ], the issue that came up for consideration before the Apex Court was as to whether a person appointed as Chairman of Uttar Pradesh Film Development Council and was receiving certain benefits, was holding an office of profit. The Court after analysing the law laid down in Gatti Ravannav. The Court after analysing the law laid down in Gatti Ravannav. G.S. Kaggeerappa ( AIR 1954 SC 653 ) held that it is well settled that where the office carries certain emoluments or the order of appointment states that the person appointed is entitled to certain emoluments, then it will be an office of profit, even if the holder of the office chooses not to receive/draw such emoluments. What is relevant is whether pecuniary gain is receivable in regard to the office and not whether pecuniary gain, is, in fact received or received negligibly. 12. Bearing in mind the nature of the rival arguments as above, it is necessary for us to observe that the learned single Judge was not exercising appellate power over the Ext.P7 order but was examining the reasonableness of the conclusion, in exercise of judicial review. The analysis and conclusion of the learned single Judge to concur with the Ext.P7 decision of the Election Commission are assessed by us and we find that all the contentions raised by the petitioner have been addressed adequately by the Court. The learned Judge specifically referred to the coverage of Explanation (2) in Section 86 of the Municipality Act but gave his finding against the petitioner. 13. According to our understanding of the Explanation (2) in the Section 86 of the Municipality Act, we are quite certain that it will also cover those persons, who may not be categorised as employees but are receiving honorarium. Since the petitioner is not amongst those of the excluded category in the Explanation (2) and as a person receiving honorarium, he will definitely earn the disqualification, under Section 86. Therefore such a conclusion in the impugned judgment which is consistent with the ratio in the judgments discussed above would not merit any interference. 14. In view of the above conclusion, the Writ Appeal is found devoid of merit and accordingly the same is dismissed.