Requirement of quorum for general meetings - Dr S. Chandrasekaran - Article published in Business Advisor, dated October 25, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/

1. Volume IX Part 2 October 25, 2014 8 Business Advisor
Requirement of quorum for general
meetings
Dr S. Chandrasekaran
―Quorum‖ means the minimum number of persons
required to be present at a meeting for transacting
company‘s business. In the absence of quorum the
proceedings of the meeting will be a nullity. The articles
of association of a company may contain an article
fixing larger quorum overriding the provisions
contained in the Companies Act but it cannot contain
an article fixing smaller quorum. It is also important
that only the members present shall be counted for the
purposes of calculation of quorum and the proxies. The articles of
association of a company cannot contain any provision for considering
proxies for the purposes of quorum.
Quorum for public companies
The Companies Act, 1956 (old Act) has prescribed a quorum of five members
personally present in the case of public companies.
The Companies Act, 2013 (the Act) has now made changes for the
requirement of quorum and thereby the minimum number of members to be
present to constitute quorum in case of public companies is as under:
(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 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 meeting exceeds five thousand;
The quorum for private companies is two members personally present and
there is no change in the Act.
Quorum in adjourned meeting
The requisite quorum shall be present within half an hour from the time
appointed for holding a meeting of the company. If the quorum is not

2. Volume IX Part 2 October 25, 2014 9 Business Advisor
present within half an hour from the time appointed for holding a meeting of
the company, then the meeting shall stand adjourned.
The Act provides that if the proper quorum is not present, the meeting shall
stand adjourned to the same day in the next week at the same time and
place. The Board may consider any other day, time and place for the
adjourned meeting.
Notice of adjourned meeting
The Act also introduced the concept of issuing notice for adjourned general
meeting. Such notice shall be 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.
The Act also recognised the issue of notice through electronic mode.
Therefore, issuance of notice of adjourned meeting to members can very well
be sent by electronic mail (e-mail) to those members whose e-mail address is
available. It is also important to note that a company may not have all the
members‘ e-mail addresses and sending the notice by ordinary post may not
reach the shareholders on time. Therefore, publishing an advertisement of
notice as aforesaid would meet the requirement of law as well as establish
good governance.
Day, time and place of adjourned meeting
If the meeting is adjourned for want of quorum to next week same day, it is
to be ensured that such day shall not be a national holiday. In such an
event, the meeting can be adjourned to next succeeding day which is not
national holiday. The adjourned meeting can be held at any time during
9.00 am to 6.00 pm and the place of the meeting may also be different as
against the original scheduled meeting. However, such place shall be the
registered office of the company or in the same city, town or village in which
the registered office of the company is situated, if the annual general
meeting is adjourned. The extraordinary general meeting can be held
anywhere in India and therefore, the place of adjourned extraordinary
general meeting can be other than the original place of meeting.
Quorum at an adjourned general meeting
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.

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If any general meeting is adjourned to some other day to carry on pending
businesses to transact, which is merely continuation of original meeting,
such an adjourned meeting shall comply with the original requirement of
quorum.
Quorum of members entitled to vote
The quorum to be present in the company means a quorum of members
entitled to vote in respect of the items of business on the agenda of the
meeting. As members who hold only preference shares are under the Act
entitled only to vote in respect of matters affecting such shares, they cannot
be treated as members for a quorum at any general meeting in regard to
items of business in respect of which they have no voting rights under the
Act.
There are two important issues arising out of the above.
(i) Members who have voted electronically do not have a right to vote at
the general meeting;
(ii) Members who are falling under the category of related party,
interested in a particular resolution do not have a right to vote on
such interested resolution.
It is a matter for consideration whether such members who do not have a
right to vote at a general meeting, but otherwise entitled to attend the
general meeting, would be considered for the purposes of quorum!
Authorised representatives
The President of India or Governor of a State, if he is a member of a
company, may appoint such person as he thinks fit to act as his
representative at any meeting of the company.
A person so appointed shall be deemed to be member of such company and
shall be entitled to exercise the same rights and powers, including the right
The quorum to be present in the company means a quorum
of members entitled to vote in respect of the items of business
on the agenda of the meeting.

4. Volume IX Part 2 October 25, 2014 11 Business Advisor
to vote by proxy and by postal ballot, as the President or as the case may
be, the Governor could exercise as a member of the company.
A body corporate, whether a company within the meaning of the Act or not,
may if it is a member of a company within the meaning of the Act, by
resolution of its Board of Directors or other governing body, authorise such
person as it thinks fit to act as its representative at any meeting of the
company.
A person authorised by resolution shall be entitled to exercise the same
rights and powers, including the right to vote by proxy and by postal ballot,
on behalf of the body corporate which he represents as that body could
exercise if it were an individual member.
Quorum and single member meeting
The word ―meeting‖ means coming together of two or more persons and
generally more than one person will be necessary to constitute a meeting.
The expression ―members‖ used at adjourned general meeting shows that
more than one member is expected to be present. The Ministry of Corporate
Affairs also commented in a letter no 8/16(1)/61-PR dated 19.5.1961 that a
single member cannot by himself constitute a quorum at the adjourned
general meeting.
A single person may be authorised representative for more than one body
corporate and he will be counted as persons for each body corporate.
However, at least there must be two persons including authorised
representative shall be available to constitute a quorum.
Similarly, any joint holder (more than one) present at a meeting will be
entitled to exercise voting power and will be counted for quorum, but only
one of the several joint holders will be entitled to exercise voting power and
therefore, for the purposes of quorum, joint shareholders will be collectively
regarded as one shareholder.
(Dr S. Chandrasekaran is Senior Partner, Chandrasekaran Associates, Delhi)
The word ―meeting‖ means coming together of two or more
persons, and generally more than one person will be
necessary to constitute a meeting.