QUORUM FOR A MEETING

Meetings

Company meetings can be broadly categorized into meetings of shareholders or members, meetings of directors, and other meetings. The most common types include statutory meetings, annual general meetings (‘AGMs’ for short), extraordinary general meetings (‘EGMs’), class meetings, and meetings of the board of directors. 

Quorum

A quorum is the minimum number of members of a group necessary to constitute the group at a meeting to make official decisions.

Section 103 of the Companies Act, 2013 (‘Act’ for short) provides for quorum for each type of meeting.  Section 103(1) provides that if no larger number is provided in the Act the quorum for the meeting of a company is as detailed below-

• In case of a public limited company the quorum is determined on the basis of the members actually present in the meeting.

• 5 members personally present if the number of members as on the date of meeting is not more than 1000;
• 15 members personally present if the number of members as on the date of meeting is more than 1000 but up to 5000;
• 30 members personally present if the number of members as on the date of the meeting exceeds 5000;

•  In the case of a private company, 2 members personally present, shall be the quorum for a meeting of the company.

Section 103 (2) of the Act that if the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company-

• 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
• the meeting, if called by requisitionists under section 100, shall stand cancelled.

in case of an adjourned meeting or of a change of day, time or place of meeting 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.

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.

Case laws

IN RE : SCHEME OF DEMERGER GHCL LIMITED AND GHCL TEXTILES LIMITED AND ORS. - 2022 (6) TMI 1532 - NATIONAL COMPAY LAW TRIBUNAL AHMEDABAD  held that the quorum for the meetings in the matter of scheme of demerger of GHCL Limited with the petitioner the quorum shall be as prescribed under Section 103 of the Act.  The quorum would include Shareholders and Creditors present through video conferencing and/or other audio- visual means. In case the required quorum as stated above is not present at the commencement of the meeting, the meeting shall be adjourned by 30 minutes and thereafter the persons present shall be deemed to constitute the quorum.

In IN RE : MINDA I CONNECT PVT. LTD., MINDA INDUSTRIES LIMITED - 2021 (12) TMI 1022 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, PRINCIPAL BENCH, NEW DELHI, the National Company Law Tribunal (‘NCLT’ for short)  approved the scheme of amalgamation since almost all the stakeholders gave their consent for the said scheme.   The NCLT directed fixing of the quorum by 10% of shareholders i.e. 440 and minimum of 50 unsecured creditors.   The Appellant Companies had sought for direction to dispense with the meeting before the NCLT.  The NCLAT set aside the impugned order of NCLT and directed to conduct the meeting within 8 weeks from the date of the order of NCLAT.  

IN RE. : DHANI SERVICES LTD. & ORS. - 2025 (5) TMI 1924 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH, NEW DELHI, the applicant No. 1 in the company petition filed before the NCLT.  The appellant had 183000 equity shareholders approximately.  The second applicant company had 75000 approximately and the applicant No. 20 had 64000 approximately.

The NCLT in the case of applications filed by the appellant companies held the following on 29.01.2025-

• The quorum of the meeting of the equity shareholders shall be 51% in number of the equity shareholders or 51% in value of the equity share capital of the respective companies as on the date of this Order.
• The proxy(ies) will not be counted for the calculation of the quorum for the above meetings of the Equity Shareholders.
•  In case, the quorum is not present within half an hour from the time appointed for holding the meeting of Equity Shareholders, then the Chairman shall adjourn the meeting to the same day in the next week at the same time and place.
• The intimation about the adjourned meeting should be given to each member through e-mail or by any other mode. 
•  If the quorum is still not present on such adjourned date, then the Chairman may furnish a report to that effect to the NCLT within 7 days thereafter.

Against this order the appellants filed the present appeal before the NCLAT. The appellants submitted the following before NCLAT-

• It is not physically possible to arrange the meeting of such large number of shareholders. 
• The NCLT has no jurisdiction to fix the number of shareholders to form a quorum as has been held in above two Judgements.
• The Appellant has already given an undertaking to the NCLT to convene the meeting as per Section 103 of the Companies Act.

The NCLAT heard the submissions of the appellant.  The NCLAT set aside the impugned order of NCLT.  The NCLAT held that the quorum for the aforesaid meeting of shareholders shall be as prescribed under Section 103 of the Act and will include the shareholders present through video conferencing and other audio video means.  If the required quorum as stated above is not present, the meeting shall be adjourned per Section 103 of the Act.