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TMI Blog1957 (9) TMI 24X X X X Extracts X X X X X X X X Extracts X X X X ..... ce-sheet and profit and loss account in the same year; and in both the liability depends upon whether section 76(1) enjoins such a meeting in the case of a one man company or, perhaps, to put it more correctly, whether section 76(1) applies to such a company. The learned Magistrate who tried the case took what seems to us the common sense view that for a meeting there must be at least two persons, that a man cannot meet himself, and that the general meeting required by section 76(1) being an impossibility, no liability attached under section 76(2) or section 133(3) to either of the accused. In this view he acquitted the accused in both the cases, and hence these appeals. 2. We are inclined to think that the common sense view taken by the learned Magistrate is also the true view in law. The word "meeting' is thus defined in the Shorter Oxford Dictionary, "an assembly of a number of people for entertainment, discussion, or the like," and in Black's Law Dictionary, as, "a coming together of persons; an assembly. Particularly in law, an assembling of a number of persons for the purpose of discussing and acting upon some matter or matters in which they have a common interest." I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... possible to show that the word "meeting" had a meaning different from the ordinary meaning. The learned Judge also seems to have thought that the circumstance that in the two cases referred to by him there were several shareholders whose proxies were held by the single shareholder who held the meeting, whereas in the case he was deciding there was only one preference shareholder, made a difference. We agree; but with due respect we think the difference makes the case of a one-man company an a fortiori case. 4. It is to be observed that both Lord Coleridge C.J. and Warrington J. were dealing only with civil obligations and that neither was construing a penal statute. Warrington J. in particular was construing only a memorandum of association of a company, and the degree of latitude he allowed himself is apparent from the question he posed himself, namely, "whether what the company did was in effect, although not perhaps in terms, within the provisions of the memorandum and articles of association, and if it was in effect though not in terms, whether there was a sufficient compliance with the memorandum and articles to render the proceedings valid," although he straightaway pu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ace and passing resolutions. The argument advanced in support of this view is that, in law, there can be a company with only one member although under section 5 of the Companies Act at least two persons are necessary for forming a private company and seven for a public company; sections 147 and 162( iv ) contemplate the reduction of the membership to below two. Therefore, since there can be a company with only one member, all the provisions of the Act, including section 76, must apply to such a company. The legislature could not have intended otherwise. There are so many provisions in the Companies Act as, for example, sections 32 and 131 that depend on the holding of the annual general meetings and many more, that depend on statutory or extraordinary general meetings, and having regard to the scope and intendment of the statute, it cannot be that these provisions, with the obligations that they carry, were not intended to apply to the case of a one man company. 8. So runs the argument, and our attention has also been drawn to regulations 51 and 52 of the Regulations in Table A of the first schedule to the Act (now embodied in section 174 of the Companies Act, 1956) which read ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ght that provisions like section 47 and section 162( iv ) would afford sufficient protection. 11. It is also possible that, in framing section 76, the Legislature lost sight of the fact that there could be a one-man company and proceeded on the basis that there would always be two or more members. In any case, the notion of one man calling a meeting of himself, going to that meeting to meet himself, electing himself to the chair, presiding over himself, laying before himself the matters to be considered, and, after having discussed these matters with himself, passing resolutions with regard to them, and, perhaps, as was the case in Sharp v. Dawes [1876] 2 QBD 26, proposing a vote of thanks to himself, sounds so Gilbertain that we should think that, unless the words used expressly, or by necessary implication, point to it, the Legislature could not have contemplated such a thing. 12. Such words are, in fact, to be found in the explanation to section 186(1) (as also in the explanation to section 167(1) of Companies Act, 1956) which states that the directions given by the court under that sub-section may include a direction that one member of the company shall be deemed to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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