Judgment :- 1. This is a petition under S.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 Art.13 of its articles, "three members personally present shall be a quorum for the General Meeting of the share-holders". This article, read with S.174(1) of the Act (the effect of which latter 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 Art.13 before the words, "General Meeting" instead of the indefinite article, "a". But there is nothing, either before or after Art.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 Art.13 applies to kinds of such meetings that the use of the definite article instead of the indefinite article in Art.13 of the articles is only bad English. An extraordinary 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 I (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, & there are a number of provisions in the Act such as S.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 Chap.45 mentions the statutory meetings, 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. Dismissed.