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The Traco Enterprises Private Limited Vs. Alexander Palathinkel and ors. - Court Judgment

LegalCrystal Citation
SubjectCompany
CourtKerala High Court
Decided On
Case NumberCompany Petn. No. 20 of 1963
Judge
Reported inAIR1964Ker273
ActsCompanies Act, 1956 - Sections 170, 174(1), 177 and 193
AppellantThe Traco Enterprises Private Limited
RespondentAlexander Palathinkel and ors.
Appellant Advocate K. Chandrasekharan,; T. Chandrasekhara Menon and; P.K. A
Respondent Advocate K.J. Chacko and; Ittjera Kalliath, Adv.
DispositionPetition dismissed
Excerpt:
- - and special attention is drawn to the definite article, the' appearing in article 13 before the words, general meeting' instead of the indefinite article, a' but there is nothing, either before or after article 13 of the articles, to indicate to which of the different kinds of general meetings the definite article, the' relates and i have little doubt that article 13 applies to all kinds of such meetings and that the use of the definite article instead of the indefinite article in article 13 of the articles is only bad english......of the required quorum.2. it is however argued that the article in question refers only to the annual general meeting and does not apply to an extraordinary general meeting such as the meeting at which the special resolution in question was passed. and special attention is drawn to the definite article, 'the' appearing in article 13 before the words, 'general meeting' instead of the indefinite article, 'a' but there is nothing, either before or after article 13 of the articles, to indicate to which of the different kinds of general meetings the definite article, 'the' relates and i have little doubt that article 13 applies to all kinds of such meetings and that the use of the definite article instead of the indefinite article in article 13 of the articles is only bad english. an.....
Judgment:
ORDER

P.T. Raman Nayar, J.

1. This is a petition under Section 101(1) of the Companies Act, 1956 for confirmation of a resolution for reduction of share capital. But there is here, in truth, no resolution' to be confirmed. For, admittedly, at the general meeting at which the special resolution is said to have been passed, only two members of the company were present in person whereas under Article 13 of its articles, 'three members personally present shall be a quorum for the General Meeting of the share-holders.'This article, read with Section 174(1) of the Act (the effect of which fatter provision is to make the requirement statutory and not merely contractual) makes it quite clear that a general meeting at which less than three members are personally present is not a meeting at all for want of the required quorum.

2. It is however argued that the article in question refers only to the annual general meeting and does not apply to an extraordinary general meeting such as the meeting at which the special resolution in question was passed. And special attention is drawn to the definite article, 'the' appearing in Article 13 before the words, 'General Meeting' instead of the indefinite article, 'a' But there is nothing, either before or after Article 13 of the articles, to indicate to which of the different kinds of general meetings the definite article, 'the' relates and I have little doubt that Article 13 applies to all kinds of such meetings and that the use of the definite article instead of the indefinite article in Article 13 of the articles is only bad English. An extra-ordinary general meeting is as much a general meeting as an annual general meeting or a statutory meeting, and there is nothing in the Act which would justify the restriction of the term, 'General Meeting' to annual general meetings.

On the contrary, Regulation 47 of Table A of Schedule 1 (which table has been adopted in the articles of the company by Article 1) which says that, 'all general meetings other than annual general meetings shall be called extraordinary general meetings' makes it abundantly clear that extraordinary general meetings are also general meetings, and there are a number of provisions in the Act such as Sections 170, 171, 177 and 193 which indicate that the term, 'general meeting' includes all kinds of general meetings, annual, extraordinary or statutory. There seems to be little warrant for the statement in Pandia's Companies Act (Second Edition -- page 287) that the term, 'general meeting' is usually confined to the annual general meeting and Palmer's Company Law, Twentieth Edition under the heading 'General Meetings' in Chapter 45 mentions the statutory meeting, annual general meetings, and extraordinary general meetings.

3. There being, as I have said, no resolution to be confirmed I dismiss this petition, but make no order as to costs.


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