Section 103: quorum for general meetings

Introduction

For a public company the quorum depends on the number of members on the date of the meeting. For a private company it is two members personally present. The articles may provide for a larger number.

Section 103 came into force on 12 September 2013 under S.O. 2754(E). It has not been amended.

Key takeaways

Quorum numbers

Unless the articles provide for a larger number, a public company needs five members personally present if it has not more than one thousand members on the date of the meeting, fifteen if it has more than one thousand but up to five thousand, and thirty if it has more than five thousand. A private company needs two members personally present.

• India Code — consolidated Companies Act, 2013, section 103
• eGazette — Companies Act, 2013 (18 of 2013), as enacted
• eGazette — S.O. 2754(E), 12 September 2013 (commencement)
• eGazette — G.S.R. 464(E), 5 June 2015 (exemptions for private companies)
• eGazette — G.S.R. 583(E), 13 June 2017 (amending G.S.R. 464(E))

If quorum is not present

If the quorum is not present within half an hour of the appointed time, the meeting stands adjourned to the same day next week at the same time and place, or to another date, time and place the Board determines. A meeting called by requisitionists under section 100 stands cancelled instead.

For an adjourned meeting, or a change of day, time or place, the company gives at least three days’ notice to members individually or by newspaper advertisement, one in English and one in the vernacular language, circulating where the registered office is. If quorum is again absent within half an hour at the adjourned meeting, the members present are the quorum.

Exemptions and practical checklist

For private companies, G.S.R. 464(E) of 5 June 2015 provides that sections 101 to 107 and section 109 apply unless otherwise specified in the respective sections or the articles of the company provide otherwise. G.S.R. 583(E) of 13 June 2017 did not change that entry, but its paragraph 2A applies the exceptions only to a private company that has not committed a default in filing its financial statements under section 137 or its annual return under section 92 with the Registrar. Check the articles. Section 122(1) states that section 98 and sections 100 to 111 do not apply to a One Person Company.

Check the articles for a higher quorum. Count only members personally present under section 103. Record the time quorum was achieved in the minutes. If the meeting is adjourned, issue the three-day notice correctly.

Practical checklist

Glossary

Quorum

The minimum number of members personally present needed for a valid general meeting.

Requisitionists

Members who requisition an extraordinary general meeting under section 100.

Frequently asked questions