Ordinary meaning of "meeting" under company law requires more than one person; a single-member company is not bound to meet itself.

The term "meeting" in section 76(1) of the Indian Companies Act, 1913 was given its ordinary meaning and required the coming together of more than one person. A company with only one member could not validly hold a general meeting by itself, because the statutory context did not expressly or by necessary implication extend the word to a single-member gathering. As the provision was penal, strict construction applied and no liability could arise under section 76(2) or section 133(3) unless the duty was clearly imposed. Later explanatory provisions in the Companies Act, 1956 reinforced that a single member counts as a meeting only when specially directed.

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Issues: Whether a general meeting under section 76(1) of the Indian Companies Act, 1913 can validly be held by a company consisting of only one member, and whether failure to hold such a meeting attracts liability under section 76(2) and section 133(3) of the Act.

Analysis: The ordinary and natural meaning of "meeting" requires the coming together of at least two persons. The statutory context did not displace that meaning. The provisions relied on by the State, including those dealing with reduction in membership, quorum, and later explanatory provisions, did not compel the conclusion that a one-member company was required to hold a meeting with itself. As the provision invoked was penal, it had to be construed strictly, and no liability could be imposed unless the obligation to do the act was clearly expressed or necessarily implied by the statute. The later explanatory provisions in the Companies Act, 1956, instead indicated that a single member can be deemed to constitute a meeting only by a special direction, which reinforced the conclusion that the unqualified statutory word "meeting" did not itself include a meeting of one.

Conclusion: A one-member company could not hold a general meeting within the meaning of section 76(1), and no offence was made out under section 76(2) or section 133(3).

Ratio Decidendi: In the absence of express words or necessary implication to the contrary, the term "meeting" in a penal company-law provision bears its ordinary meaning and requires more than one person; a single-member company is not bound to treat itself as holding a general meeting.

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