JUDGMENT V. Khalid, J. 1. The Judgment of the Court was delivered by Khalid, J. - The appellants are the plaintiffs in O. S. No. 138 of 1975 of the Munsiff's Court, Kottayam. The 1st plaintiff is a public limited company (hereinafter called the company) and the 2nd plaintiff a shareholder and secretary of that company. The defendant claims to be a Director and Chairman of the company. The suit was filed for a declaration that the respondent ceased to be a Director of the appellant company from 7-2-1974 and for other reliefs. The trial court dismissed the suit on the ground that the suit was bad for misjoinder of parties and cause of action and also on the ground that the respondent continued to be a Director of the company by virtue of S.256(4)(b) of the Companies Act, for short, the Act. In appeal, the Subordinate Judge reversed the finding of the trial court regarding misjoinder but confirmed the other finding about the status of the respondent, and dismissed the appeal. Hence the Second appeal. 2. The Second Appeal was admitted and notice given to the respondent on the following substantial questions of law: (1) Is it a prerequisite for the applicability of S.256(4)(b) of the Companies Act that an earlier meeting should have been held? (2) Whether the general provisions contained in S.174 of the Companies Act is applicable, to a case corning under S.256(4) of the Act? 3. A few more facts are necessary. The company was functioning smoothly till its 27th annual general meeting. The said meeting was notified to be held on 31-1-1974 on which date the respondent's term of office as Director expire It could not be held on that day for want of quorum. It was adjourned and another meeting was held on 7-2-1974 under the chairmanship of the respondent, who was then a Director. On 7-2-1974 nobody was proposed or elected in the place of the respondent. It was also not resolved that the vacancy need not be filled up. The respondent's case is that the meeting on 7-2-1974 was an adjourned meeting within S.256(4)(a) of the Act and since nobody was proposed on that day, he should be deemed to have been reappointed. The appellant's case on the other hand is that there was no meeting on 31-1-1974 and hence the meeting held on 7-2-1974 was not one contemplated by S.256(4)(a). The appellant's case on the other hand is that there was no meeting on 31-1-1974 and hence the meeting held on 7-2-1974 was not one contemplated by S.256(4)(a). The question that falls for consideration in this case, there fore, is the scope of S.256 and the impact of S.174(4) if any on it. 4. The Second Appeal comes before us on reference by one of us. S.174 of the Companies Act bears the caption 'quorum of meeting'. S.174(1) prescribes the quorum. S.174(2) provides that unless the articles of the company otherwise provide, the provisions of sub-s.(3), (4) and (5) shall apply' with respect to the meetings of a public or private company. S.174(3), (4) and (5) can be usefully extracted: "(3) If within half an hour from the time appointed for holding a meeting of the company, a quorum is not present, the meeting, if called upon the requisition of members shall stand dissolved. (4) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board may determine. (5) If at the adjourned meeting also, a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be a quorum." Under S.174(3) a meeting called upon the requisition of the members shall stand dissolved if a quorum is not present within half an hour from the time appointed for holding it, and in any other case the meeting shall stand adjourned to, the same day in the next week. Sub clause (5) deals with the adjourned meeting. Reliance is placed on S.174(4) by the respondent's Advocate to contend that a meeting even if without a quorum is presumed to be a meeting and quorum is not necessary for a meeting to be adjourned. This submission is made for the purpose of validating the meeting notified to be held on 31-1-1974 for the purpose of adjournment. 5. We will examine the two sections closely. S.174(4) lays down the law regarding meetings in general. In all meetings coming within the ambit of S.174 where the necessary quorum is not present, the consequence as laid down in the sub-sections should follow. Whether this section governs S.256 is the question that has to be decided. 5. We will examine the two sections closely. S.174(4) lays down the law regarding meetings in general. In all meetings coming within the ambit of S.174 where the necessary quorum is not present, the consequence as laid down in the sub-sections should follow. Whether this section governs S.256 is the question that has to be decided. S.256 is a special provision. It comes under Chap.2 under the heading 'Director' and 'constitution of Board of Directors'. The scheme of the various provisions in this Chapter would, indicate that they contain special provisions. In S.174(4) there is a statutory mandate for a meeting without quorum in cases other than where the meeting is called upon the requisition of members to be adjourned to the next week. There is no mention therein of such a meeting being adjourned for any reason other than the fact that there is no quorum. That cannot apply to a meeting contemplated under S.256(4) of the Act. For better appreciation of this case, we read S.256(4)(a) and (b): "(4)(a) If the place of the retiring director is not so filled up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place. (emphasis supplied.) (b) If at the adjourned meeting also, the place of the retiring directories not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring director shall be deemed to have been reappointed at the adjourned meeting, unless ......................." Sub-s.(1), (2) and (3) of S.256 relate to ascertainment of directors retiring by relation and filling of vacancies. Under sub-clause (3), in the place of a retiring director either the retiring director or some other person can be appointed to fill up the vacancy. It is then that sub-clause (4) comes into operation. S.256(4)(a) provides for a meeting to be convened for the purpose of filling up of the vacancy and also provides for such a meeting to stand adjourned till the day in the next week when the place of the retiring director is not so filled up and that meeting has not expressly resolved not to fill the vacancy. S.256(4)(a) provides for a meeting to be convened for the purpose of filling up of the vacancy and also provides for such a meeting to stand adjourned till the day in the next week when the place of the retiring director is not so filled up and that meeting has not expressly resolved not to fill the vacancy. The sub-section, on its terms, deals with the adjournment of a meeting not for want of quorum but for other reasons mentioned therein. This provision therefore cannot be controlled by S.174(4). S.174(4), as already 'indicated, prescribes adjournment of the meeting for want of quorum. Not so S.256(4)(a). The adjournment of the meeting under this section comes in only when the meeting has not expressly resolved not to fill the vacancy. This postulates the fact that a meeting contemplated in S.256(4)(a) is a valid meeting at which decisions could be taken. It is not a meeting where decisions cannot be taken. In a meeting without quorum no decision can be taken. Though S.174(4) loosely refers to a meeting without a quorum also as a meeting, the distinction between such a meeting and a meeting that S.256(4)(a) contemplates cannot be lost sight of. A meeting in which its participants could deliberate and where at decision could be taken is a meeting different from a meeting without a quorum. S.256(4)(b) deals with an adjourned meeting, that is, a meeting held on account of the adjournment of the earlier meeting whereat no decision was taken and not a Meeting consequent upon adjournment of the earlier meeting for want of quorum. If the meeting that was adjourned is one which does not satisfy S.256(4)(a) the fact that no decision was taken at the adjourned meeting will not bring in the consequences mentioned in S.256(4)(b). In other words, it is only when there was a valid meeting held under S.256(4)(a) at which meeting no decision was taken about the filling up of the vacancy of the retiring director and which meeting stood adjourned to the following week that the consequences mentioned in S.256(4)(b) would follow. In this case, the meeting on 31-1-1974 was without quorum. It was therefore not a meeting which could take any valid decision. Therefore the meeting on 7-2-1974 is not an adjourned meeting attracting S.256(4)(a). It is true that no decision was taken on 7-2-1974. In this case, the meeting on 31-1-1974 was without quorum. It was therefore not a meeting which could take any valid decision. Therefore the meeting on 7-2-1974 is not an adjourned meeting attracting S.256(4)(a). It is true that no decision was taken on 7-2-1974. But the respondent cannot claim to continue as a director or deem to be reappointed as director for that reason on the strength of S.256(4)(b) because the meeting held on 7-2-1974 does not" satisfy the requirement of S.256(4)(a). 6. Reference was made at the bar to the decision reported in The Traco Enterprises Private Ltd. v. Alexander Palathinkel and others ( 1964 KLT 467 ). Raman Nayar J. was dealing with a petition under S.101(1) of the Companies Act 1956 for confirmation of a resolution for reduction of share capital. In that case, Art.13 of that company prescribed that three members personally present should be a quorum for the General Meeting. At the meeting in question only two members were present. The court held that it was not a meeting at all and therefore no resolution to be confirmed. We agree, with respect, with the statement of law made here. A meeting without quorum is not a meeting whereat any decision could be taken. 7. A decision reported in Re London Flats Ltd. (1969 (2) All. ER 744) was also referred at the bar. Shown of unnecessary details, that case related to a meeting which originally started with the applicant and the respondent therein, who alone were entitled to attend and vote. The respondent purported to appoint himself as a liquidator, at which time the applicant left the meeting. In that case, what the court had to consider was not a question of quorum but the question whether there was any meeting at all. It was held that if a quorum was present at the beginning of a meeting the subsequent departure of a member reducing, the meeting below the number required for a quorum did not invalidate the proceedings of the meeting after the departure. It was however held that a single share holder cannot constitute a meeting and the decision at that meeting was a nullity for the reason that the moment when the respondent was in the course of purporting himself as liquidator the applicant left the meeting and for that reason there was no meeting. It was however held that a single share holder cannot constitute a meeting and the decision at that meeting was a nullity for the reason that the moment when the respondent was in the course of purporting himself as liquidator the applicant left the meeting and for that reason there was no meeting. The facts of that case differ from the case on hand. What was decided there was that when there is only one person there is no meeting together and hence no meeting. In this case, there was no quorum; in the absence of a quorum there may be a meeting, but not a meeting capable of deliberating and taking any decision. That is the crux of S.256(4)(a). We therefore hold that it is a prerequisite for the applicability of S.256(4)(a) that an earlier meeting should have been held and that S.174 of the Act is not applicable to a case coming within S.256(4). In this case no meeting was held on 31-1-1974 and the meeting held on 7-2-1974 is not an adjournment coming within S.256(4)(b). In the result we set aside the decree and judgment of the Courts below and declare that the respondent ceased to be a director from 7-2-1974. He is directed to surrender all assets, records and seal of the plaintiff company to the trial court within one month from today. The trial court will pass appropriate orders for their entrustment to the 2nd appellant when moved. We allow the second appeal with costs.