Sec. 175- chairman of meeting

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Rajat Baid (Querist)
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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...??

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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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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Rajat Baid

Rajat Baid (Querist)
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27 July 2011 Dear sir,
kindly update me about my modified query in the above context.

thank you.

Aashok Kumar Sharma online

Aashok Kumar Sharma online

(Expert)
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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!

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