Sec. 175- chairman of meeting
This query is : Resolved
26 July 2011
Dear Expert,
i wish to inquire that can a private company pass a resolution in its board meeting to the effect that "chairman of the board shall be the chairman of all general meetings of the company ?" ...further i wish to add that whether in case of a public co. too shall articles containing the above fact that chairman of the board shall be chairman of the general meeting hold good...??
i wish to inquire that can a private company pass a resolution in its board meeting to the effect that "chairman of the board shall be the chairman of all general meetings of the company ?" ...further i wish to add that whether in case of a public co. too shall articles containing the above fact that chairman of the board shall be chairman of the general meeting hold good...??
27 July 2011
Article 50 of table A contains such a provision. So if the AOA of the company does not contain a restrictive clause regarding the above said articles, the presumption is table A can be followed by the company meaning thereby the company can pass a borad resolution as u said in the query.
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27 July 2011
Dear sir,
kindly update me about my modified query in the above context.
thank you.
kindly update me about my modified query in the above context.
thank you.
23 July 2025
### **Section 175 - Chairman of the Meeting (Companies Act, 1956)**
Section 175 of the **Companies Act, 1956** refers to the **Chairman of the meeting** in relation to the **Board of Directors' meetings**. It primarily focuses on how the Chairman is appointed and the powers they hold during the meetings.
To address your query:
---
### **Private Company: Can a resolution be passed for the Chairman to preside over all meetings?**
Yes, a **Private Company** can pass a resolution in its **Board Meeting** stating that **"the Chairman of the Board of Directors shall be the Chairman of all general meetings"**.
#### Key points:
* **Articles of Association (AOA)** play a crucial role in determining the powers, functions, and procedures in a company.
* If the **AOA of the company** does not restrict or specify otherwise, the **Board of Directors** can pass a resolution stating the above. This would align with **Table A** provisions, which are the default provisions under the **Companies Act, 1956** unless altered by the company's articles.
* **Section 175** allows the Board of Directors to pass such resolutions, assuming that there are no conflicting provisions in the **AOA**.
---
### **Public Company: Can the Chairman of the Board also be the Chairman of the General Meeting?**
Yes, a **Public Company** can also pass a similar resolution or include such a provision in its **Articles of Association (AOA)** stating that **the Chairman of the Board of Directors shall also be the Chairman of the General Meetings**.
#### Key points:
* In the case of a **Public Company**, the **AOA** should specifically allow this provision.
* Under **Article 50 of Table A**, which applies to both **Private and Public Companies**, it is presumed that the **Chairman of the Board** presides over the **General Meetings** unless the **AOA** states otherwise.
* **Table A** (the model articles under the Companies Act) generally provides that the **Chairman of the Board** will also chair **general meetings**, unless the company’s articles stipulate otherwise.
* If your **AOA** does not contain a restrictive clause regarding this, then the **Board of Directors** can indeed pass a resolution stating this.
---
### **Summary**
* **For a Private Company**: If the AOA does not specifically restrict the appointment, the **Board of Directors** can pass a resolution that the **Chairman of the Board will also be the Chairman of all General Meetings**.
* **For a Public Company**: The same applies, but the **AOA** must clearly authorize this provision. If it is silent on the matter, the default **Table A** provisions (which usually permit this) apply.
In both cases, if the **AOA** does not contain any restrictive clause, the **Board can pass such a resolution**, and this will be valid.
Let me know if you need further clarification!
Section 175 of the **Companies Act, 1956** refers to the **Chairman of the meeting** in relation to the **Board of Directors' meetings**. It primarily focuses on how the Chairman is appointed and the powers they hold during the meetings.
To address your query:
---
### **Private Company: Can a resolution be passed for the Chairman to preside over all meetings?**
Yes, a **Private Company** can pass a resolution in its **Board Meeting** stating that **"the Chairman of the Board of Directors shall be the Chairman of all general meetings"**.
#### Key points:
* **Articles of Association (AOA)** play a crucial role in determining the powers, functions, and procedures in a company.
* If the **AOA of the company** does not restrict or specify otherwise, the **Board of Directors** can pass a resolution stating the above. This would align with **Table A** provisions, which are the default provisions under the **Companies Act, 1956** unless altered by the company's articles.
* **Section 175** allows the Board of Directors to pass such resolutions, assuming that there are no conflicting provisions in the **AOA**.
---
### **Public Company: Can the Chairman of the Board also be the Chairman of the General Meeting?**
Yes, a **Public Company** can also pass a similar resolution or include such a provision in its **Articles of Association (AOA)** stating that **the Chairman of the Board of Directors shall also be the Chairman of the General Meetings**.
#### Key points:
* In the case of a **Public Company**, the **AOA** should specifically allow this provision.
* Under **Article 50 of Table A**, which applies to both **Private and Public Companies**, it is presumed that the **Chairman of the Board** presides over the **General Meetings** unless the **AOA** states otherwise.
* **Table A** (the model articles under the Companies Act) generally provides that the **Chairman of the Board** will also chair **general meetings**, unless the company’s articles stipulate otherwise.
* If your **AOA** does not contain a restrictive clause regarding this, then the **Board of Directors** can indeed pass a resolution stating this.
---
### **Summary**
* **For a Private Company**: If the AOA does not specifically restrict the appointment, the **Board of Directors** can pass a resolution that the **Chairman of the Board will also be the Chairman of all General Meetings**.
* **For a Public Company**: The same applies, but the **AOA** must clearly authorize this provision. If it is silent on the matter, the default **Table A** provisions (which usually permit this) apply.
In both cases, if the **AOA** does not contain any restrictive clause, the **Board can pass such a resolution**, and this will be valid.
Let me know if you need further clarification!
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