1961 (11) TMI 36

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.... allegation that the special resolution for the reduction of capital was duly passed has been proved, having regard to the events which happened concerning the notices convening the annual general meeting and the omission to send the notices to those nine members. Section 141 of the Companies Act, 1948, so far as relevant provides : "(1) A resolution shall be an extraordinary resolution when it ha....

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.... held in manner provided by this Act or the articles." Thus one finds, first, that a special resolution has to be passed at a meeting of which not less than 21 days' notice has been duly given and, secondly, that the notice shall be deemed to have been duly given if it is given in the manner provided by the Act or by the articles. I understand that the reference to "this Act" in section 141 (5) i....

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....he last of a group of articles dealing with general meetings. Article 75 reads: "The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting." There appears to be no authority as to the effect of that article in the circumstances that I am considering, although it i....

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....s whether the result of this is (a) that though the proceedings of the meeting were valid, the notice of the meeting is nevertheless still not deemed to have been duly given for the purposes of section 141, or (b) that the notice of the meeting is to be deemed to have been duly given for the purposes of that section. The latter, in my judgment, is the true view. It must, I think, be implicit in ar....