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Secretarial Practice · Ch 7 — Company Meetings – I

Quorum — Section 103

7

Quorum — Section 103

Even with proper notice, a meeting cannot be allowed to transact business if only a handful of members happen to turn up — the decisions taken would not genuinely represent the body of shareholders. Quorum is the safeguard against this.

Meaning

Quorum is the minimum number of members who must be personally present at a meeting before it can validly proceed to transact any business. If a quorum is not present within half an hour from the time appointed for the meeting, the meeting stands automatically dissolved (if called upon requisition) or stands adjourned to the same day in the next week, at the same time and place, or to such other day, time and place as the Board may determine (in any other case).

Statutory Quorum under Section 103

Unless the company's Articles of Association provide for a larger number, the quorum for a general meeting is:

Type of companyNumber of members as on the date of the meetingQuorum required
Public companyNot more than 1,0005 members personally present
Public companyMore than 1,000 but not more than 5,00015 members personally present
Public companyMore than 5,00030 members personally present
Private companyAny number2 members personally present

Only members personally present count towards quorum in most cases — a member represented merely by a proxy generally does not count towards this number for an ordinary company, though the company's Articles or specific statutory provisions may in some cases treat certain represented persons differently. If, during the course of a meeting, the number of members present falls below the quorum, any business transacted thereafter is not valid.

Why Quorum Matters …

Definition 1Quorum

The minimum number of members required to be personally present at a meeting, under Section 103 of the Companies Act, 2013 or the company's Articles, before any business at that me …

Definition 2Adjourned meeting

A meeting that could not proceed (commonly for want of quorum) and is postponed to a later date, time and/or place, at which the originally scheduled …