1. These appeals by the State against the acquittal of the same accused persons in two different cases raise the question whether there can be a general meeting under S.76 (1) of the Indian Companies Act, 1913, of a Company consisting only of one member. The 1st accused in both the cases is the Company itself, a private company as it happens to be, and the 2nd accused is the managing director of the Company who, at the relevant time, was its sole member. In one case the prosecution was for an offence under S.76 (2) of the Companies Act for failure to hold a general meeting in the year 1953 as required by S.76 (1); in the other, it was for an offence under S.133 (3) read with S 131 for failure to lay before the company in general meeting a balance-sheet and profit and loss account in the same year; and in both the liability depends upon whether S.76 (1) enjoins such a meeting in the case of a one-man company or, perhaps, to put it more correctly, whether S.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 S.76 (1) being an impossibility, no liability attached under S.76 (2) or S.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". It would follow that, for a meeting, there must be at least two persons, and that this is the ordinary and natural meaning of the word is recognised in the only two reported cases that have been brought to our notice. In the first of these, Sharp Dawes, (1876) 2 Q.B.D. 26, the validity of a call made at a meeting of a company purporting to have been held by one shareholder was in question. The statute viz., S.10 of the Stannaries Act, 1869 required that the call should be made at a meeting of the company with special notice, and in pronouncing against the validity of the call on the ground that one man could not hold a meeting within the meaning of the Act, Lord Coleridge, C. J., said "the word 'meeting' prima facie means" a coming together of more than one person. It is, of course, possible to shew that the word 'meeting' has a meaning different from the ordinary meaning, but there is nothing here to shew this to be the case." Mellish, L.J., was more forthright and it would appear that he refused to contemplate a meeting of one person. "It is clear", he observed, "that, according to the ordinary use of the English language, a meeting could no more be constituted by one person than a meeting could have been constituted if no share-holder at all had attended."

3. In the second case, East v. Bennett Brothers Limited (1911) 1 Ch.163, Warrington J., following Sharp v. Dawes, and also the decision of Jessel M. R. in In re Sanitary Carbon Co (1877) W. N. 223, observed that in an ordinary case it was quite clear that a meeting must consist of more than one person. The learned judge however went on to hold that the word "meeting" was used in the memorandum of association he was construing in a special sense, and that having regard to the purpose of the particular clause, namely, that the formal consent of the preference share-holders should be obtained before anything was done affecting their rights, the framers of the document, who must have contemplated the possibility of all the preference shares being held by one person, must have used th