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Microlesson · 5-min read

Quorum for General Meetings (Section 103)

# Quorum for General Meetings — Section 103

The Articles of a company may prescribe a larger quorum than the statutory minimum; they cannot reduce it.

## Statutory Minimum Quorum

Type of CompanyQuorum (Members personally present)

| Public Company | • 5 members — if total members ≤ 1,000

• 15 members — if 1,000 < total members ≤ 5,000

• 30 members — if total members > 5,000 |

| Private Company | 2 members personally present |

(Quorum is determined with reference to members as on the date of the meeting.)

## When Quorum Is NOT Present Within Half an Hour

Meeting Called ByConsequence
Members on requisition (Sec 100)Meeting stands cancelled
Board (suo motu) — General meetingStands adjourned to the same day in the next week, same time and place (or such other day/time/place as decided by the Board)

## Notice of Adjourned Meeting

  • Where adjourned, the company shall give not less than 3 days' notice:
  • Either individually, OR
  • By advertisement in a newspaper (one English + one vernacular).

## At the Adjourned Meeting

  • If quorum is still not present within half an hour, members present shall be deemed to form the quorum.

## Other Important Rules

  • Quorum must exist throughout the meeting — if it falls below the requirement during the meeting, business cannot continue.
  • If during the meeting quorum is lost due to some members leaving, the meeting may be adjourned; at the adjourned meeting, members present are deemed quorum.
  • Members are counted for quorum only for items on which they are entitled to vote.

Worked example

### Example 1

A public company has 1,200 members on the day of AGM. Quorum = 15 members personally present.

### Example 2

If AGM scheduled at 11:00 AM has no quorum by 11:30 AM, the meeting (if Board-called) auto-adjourns to the same day next week, same time/place.

### Example 3

A requisitioned meeting (under Sec 100) lacking quorum within half an hour is cancelled, not adjourned.

⚠️ Common exam mistakes

  • Counting proxies as part of quorum — only members personally present count.
  • Applying the same adjournment rule to requisitioned meetings — these are cancelled, not adjourned.
  • Forgetting that the articles can only increase, never reduce, the statutory quorum.
  • Confusing 'as on date of meeting' with 'as on date of notice' — quorum is based on the count on the meeting date.
Bare-Act text Section 103 · 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) 5 members personally present if members of the company as on the date of meeting are not more than 1000; (ii) 15 members personally present if members are more than 1000 but up to 5000; (iii) 30 members personally present if members exceed 5000; (b) in case of a private company, 2 members personally present, shall be the quorum.
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