What is Quorum?

Quorum refers to the minimum number of members required to constitute a valid meeting. Following are
the minimum numbers provided in section 103, for various categories of companies. However, the Articles of Association of the company may provide for a higher number

[(1) Unless the articles of the company provide for a larger number,(if article of the company is silent than follow section 103)—

(a) in case of a public company,—

(i) five members personally present if the number of members as on the date of meeting is not more than one thousand;

(ii) fifteen members personally present (means proxy not count) if the number of members as on the date of meeting is more than one thousand but up to five thousand;

(iii) thirty members personally present if the number of members as on the date of the meeting exceeds five thousand;

(b) in the case of a private company, two members personally present, shall be the quorum for a meeting of the company.

Quorum Requirements for Meetings

What if Quorum not present within half-an- hour?

(2) If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company—

(a) the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine; or

(b) the meeting, if called by requisitionists under section 100,(other then AGM) shall stand cancelled.

in case of an adjourned meeting or of a change of day, time or place of meeting under clause (a), the company shall give not less than three days notice to the members either individually or by publishing an advertisement in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated.

(3) If at the adjourned meeting also, a quorum is not present within half-an-hour from the time appointed for holding meeting, the members present shall be the quorum.( interpitation:- the number of members present in the meeting deemed to be considered as Quorum)

As per SS-2

What happened if higher numbers of Quorum proscribed under Article of company?

Where the Quorum provided in the Articles is higher than that provided under the Act, the Quorum shall conform to such higher requirement. Members need to be personally present at a Meeting to constitute the Quorum. Proxies shall be excluded for determining the Quorum.

Can a representative of a body corporate exercise voting rights in a meeting?

3.2 A duly authorised representative of a body corporate or the representative of the President of India or the Governor of a State is deemed to be a Member personally present and enjoys all the rights of a Member present in person.

One person can be an authorised representative of more than one body corporate. In such a case, he is treated as more than one Member present in person for the purpose of Quorum. However, to constitute a Meeting, at least two individuals shall be present in person. example, in case of a public company having not more than 1000 members with a Quorum requirement of five Members, an authorised representative of five bodies corporate cannot form a Quorum by himself but can do so if at least one more Member is personally present.

Members who have voted by Remote e-voting have the right to attend the General Meeting and accordingly their presence shall be counted for the purpose of Quorum.

A Member who is not entitled to vote on any particular item of business being a related party, if present, shall be counted for the purpose of Quorum.

The stipulation regarding the presence of a Quorum does not apply with respect to items of business transacted through postal ballot.

Presence of Directors and Auditors in the meeting

If any Director is unable to attend the Meeting ,the Chairman shall explain such absence at theMeeting.

The Chairman of the Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee, or any other Member of any such Committee authorised by the Chairman of the respective Committee to attend on his behalf, shall attend the General Meeting.

Directors who attend General Meetings of the company and the Company Secretary shall be seated with the Chairman.

Company Secretary shall assist the Chairman in conducting the Meeting.

The Auditors, unless exempted by the company, shall, either by themselves or through their authorised representative, attend the General Meetings of the company and shall have the right to be heard at such Meetings on that part of the business which concerns them as Auditors.

authorised representative who attends the General Meeting of the company shall also be qualified to be an Auditor.

Secretarial Auditor, unless exempted by the company shall, either by himself or through his authorised representative, attend the Annual General Meeting and shall have the right to be heard at such Meeting on that part of the business which concerns him as Secretarial Auditor.

e Chairman may invite the Secretarial Auditor or his authorised representative to attend any other General Meeting, if he considers it necessary.

authorised representative who attends the General Meeting of the company shall also be qualified to be a Secretarial Auditor.

case laws related to Quorum for meetings:-

1. Sharp v. Dawes (1876)

Facts:
A meeting was convened with only one person in attendance, who was also the chairperson of the meeting. The question arose whether the meeting was valid.

Judgment:
The court held that a meeting cannot consist of a single person. A meeting implies the coming together of at least two individuals. Therefore, the meeting held by one person was invalid.

Year: 1876

2. Re. Union Hill Service Station Ltd. (1963)

Facts:
In this case, the Articles of Association required a quorum of three members. A meeting proceeded with only two members, leading to a challenge regarding its validity.

Judgment:
The court held that the meeting was invalid due to the lack of quorum, as the Articles specified a higher number than the statutory requirement. The company must adhere to its Articles if they specify a quorum exceeding the statutory requirement.

3. Bell v. Royal Western India Turf Club (1946)

Facts:
A meeting was adjourned due to the absence of quorum, and members were informed of a reconvened meeting. At the reconvened meeting, the quorum was still not met, but the meeting proceeded regardless.

Judgment:
The court upheld the validity of the reconvened meeting as the law permitted those present at the reconvened meeting to constitute a quorum, even if the required quorum was not met initially.

4. Bharat Kumar v. Bihar Roller Flour Mills Pvt. Ltd. (2000)

Facts:
A quorum dispute arose in a private company where two members were required for quorum, but one of the members was also the chairman who had a significant interest in the business being discussed.

Judgment:
The court clarified that the chairman could count towards the quorum, provided their interest in the matter did not render the meeting unfair or invalid.

5. LIC v. Escorts Ltd. (1986)

Facts:
The LIC, being a large shareholder, sought to challenge the quorum of a meeting on the grounds that certain members present were proxies and not personally present as required by the Articles of Association.

Judgment:
The Supreme Court of India ruled that proxies cannot be counted towards quorum unless explicitly permitted by the Articles or relevant statutory provisions. Personal presence is mandatory for quorum unless otherwise stated.

Year: 1986

6. Re. London Flats Ltd. (1969)

Facts:
A general meeting was called with sufficient notice. However, due to unforeseen circumstances, a quorum was not present. The directors attempted to pass resolutions regardless of the lack of quorum.

Judgment:
The court ruled that the resolutions were invalid because they were passed without fulfilling the quorum requirement under the company’s Articles and the relevant statutory provisions.

Key Points from Case Laws

• Sharp v. Dawes (1876): A meeting requires at least two individuals.
• Re. Union Hill (1963): Adherence to Articles is mandatory when they specify a higher quorum.
• Bell v. Royal Western (1946): Adjourned meetings with a reduced quorum are valid.
• Bharat Kumar (2000): Members with interest in matters can count toward quorum unless fairness is affected.
• LIC v. Escorts Ltd. (1986): Proxies cannot substitute personal presence for quorum.
• Re. London Flats (1969): Resolutions passed without quorum are invalid.

Disclaimer: This content is written by Chiman Soni, a CS Executive student and founder of Corporate Laws Hub. The information provided herein is for educational and informational purposes only and should not be construed as legal advice. While every effort has been made to ensure the accuracy and reliability of the information, readers are advised to consult a qualified legal professional or refer to authoritative sources for specific legal queries or concerns.

Disclaimer: This content is written by Chiman Soni, a CS Executive student and founder of Corporate Laws Hub. The information provided herein is for educational and informational purposes only and should not be construed as legal advice or financial advice. While every effort has been made to ensure the accuracy and reliability of the information, readers are advised to consult a qualified legal professional, financial advisor, or refer to authoritative sources for specific legal or financial queries or concerns.