# Quorum for Meetings (Section 103)

## 1. Meaning of Quorum

Quorum = the minimum number of members who must be personally present to constitute a valid meeting.

Unless the Articles of the company provide for a larger number, the statutory quorum applies.

## 2. Statutory Quorum Requirements

### Public Company

Number of Members	Minimum Quorum
Up to 1,000	5 members personally present
More than 1,000 but up to 5,000	15 members personally present
More than 5,000	30 members personally present

### Private Company

Quorum
2 members personally present

## 3. Important Clarification

'Members personally present' refers to members entitled to vote on the items of business on the agenda of the meeting.
Members not entitled to vote are NOT counted for quorum.

## 4. Adjournment for Want of Quorum [Section 103(2) and (3)]

If quorum is not present within half-an-hour from the appointed time:

(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, time, and place as the Board may determine

## Key Takeaways

Articles can specify larger quorum but not smaller than statutory.
Private company quorum = 2 members.
Public company quorum varies by membership size (5/15/30).
'Personally present' excludes proxies for quorum count.
30-minute waiting rule before adjournment.

Worked example

### Example 1

Example 1: Public Company Quorum

ABC Ltd., a public company, has 3,500 members. What is the minimum quorum?

Solution: Members exceed 1,000 but are within 5,000. Therefore, quorum = 15 members personally present.

### Example 2

Example 2: Large Public Company

XYZ Ltd., a public company, has 7,500 members. What is the quorum?

Solution: Members exceed 5,000. Therefore, quorum = 30 members personally present.

### Example 3

Example 3: Private Company

PQR Pvt. Ltd. has 50 members. What is the quorum?

Solution: Regardless of the number of members, a private company's quorum = 2 members personally present.

### Example 4

Example 4: Articles Provide a Larger Number

The AoA of LMN Ltd. (a public company with 800 members) specify quorum as 10 members. What is the applicable quorum?

Solution: Articles can prescribe a LARGER number than the statutory minimum. So quorum = 10 members (as per articles), not the statutory 5.

### Example 5

Example 5: Adjournment

At the AGM of ABC Ltd. scheduled for 11:00 AM on 1st October, only 3 members are present (statutory quorum is 5). What happens at 11:30 AM?

Solution: Since quorum is not present within half-an-hour, the meeting stands adjourned to 8th October at 11:00 AM at the same place (same day next week, same time, same place), unless the Board determines otherwise.

⚠️ Common exam mistakes

Counting proxies for quorum — only members PERSONALLY PRESENT count.
Counting members not entitled to vote on agenda items — they don't count for quorum.
Applying statutory quorum when Articles provide for a LARGER number — Articles prevail if larger.
Applying a quorum SMALLER than statutory — Articles cannot reduce statutory quorum.
Confusing private company quorum (2) with public company (5/15/30).
Adjourning immediately at start time — must wait for HALF AN HOUR.
Forgetting that 'next week same day same time same place' is the default — Board can fix otherwise.

Bare-Act text Section 103 · The Companies Act, 2013 · click to expand

Section 103(1): Unless the articles of the company provide for a larger number,—(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 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. (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...

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