Requisition requirements govern auditor appointment resolutions; a single shareholder cannot force AGM circulation without compliance.

A single shareholder cannot compel circulation or AGM inclusion of a resolution for appointing an auditor other than the retiring auditor unless the requisition requirements under section 188 of the Companies Act, 1956 are met. Special notice under section 190 and the power under section 225 do not operate independently of section 188; the statutory scheme requires the prescribed number of members, timely deposit of the resolution, and payment of sufficient expenses before the company is bound to act. Provisions on auditor and director appointments or removals must be read together, and no express or implied exception dispenses with the requisition requirement.

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Issues: Whether a single shareholder could compel the company to circulate and include in the agenda of the annual general meeting a resolution for appointment of an auditor other than the retiring auditor without complying with the requisition requirements in section 188 of the Companies Act, 1956.

Analysis: Special notice under section 190 and the substantive power under section 225 do not operate independently of section 188. Section 188 governs the circulation of members' resolutions and requires a requisition by the prescribed number of members, deposit of the resolution within the stipulated time, and deposit of sufficient expenses before the company is bound to circulate the resolution or include it in the agenda. The provisions relating to appointment or removal of auditors and directors are to be read together, and there is nothing in sections 190 or 225, expressly or by necessary implication, that dispenses with the statutory requisition requirement. A contrary view would permit an individual member to force circulation of resolutions requiring special notice, which would be inconsistent with the scheme of the Act.

Conclusion: The plaintiff's proposed resolution was not enforceable against the company because the requirements of section 188 were not satisfied, and the company was not bound to circulate the resolution or place it in the agenda.

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