Quorum of General Meeting + Representation (Secs 103, 112, 113)
# Quorum of a General Meeting (Sec 103) + Representation (Secs 112, 113)
Quorum is the minimum number of members personally present required to validly transact business at a meeting.
## 1. Quorum Requirements — Sec 103
### Private Company
2 members personally present, regardless of size.
### Public Company
Members in the company
Quorum (personally present)
Up to 1,000
5
1,001 – 5,000
15
More than 5,000
30
"Members personally present" = members entitled to vote on the meeting's agenda.
## 2. Want of Quorum — Adjournment
If quorum is not present within 30 minutes of the scheduled time:
The meeting stands adjourned to the same day, time, and place in the next week (or as the Board determines).
Exception: If the meeting was called by requisitionists under Sec 100, it stands cancelled.
If date/time/place of the adjourned meeting is changed → company must give at least 3 days' notice, either individually or by advertisement in one English + one local-language newspaper circulating where the registered office is located.
At the adjourned meeting, if quorum is still absent → members present form the quorum.
## 3. Representation of President of India / Governor of a State — Sec 112
If the President/Governor is a member, they may appoint a representative.
Such representative has the same rights as the President/Governor, including voting by proxy and postal ballot.
## 4. Representation of Body Corporates — Sec 113
A body corporate that is a member or creditor (including a debenture-holder) may authorise a representative.
The representative has all the powers of the body corporate, including voting by proxy and postal ballot.
Quorum must be present at commencement and during the transaction of business.
Members using remote e-voting are counted in quorum if they attend.
Related-party members present (but not voting) are still counted in quorum.
Quorum rules do not apply to postal-ballot transactions.
### Definition of Related Party (key categories)
Director / KMP or their relative.
A firm where a director/manager/relative is a partner.
A private company where a director/manager/relative is a member or director.
A public company where a director/manager (along with relatives) holds > 2% PUSC.
A body corporate acting on a director/manager's instructions (except professional advice).
Holding/subsidiary/associate company; subsidiaries of the same holding company; investing company.
(Exemption: For private companies, the related-party clause doesn't apply for Sec 188.)
## 6. Specified IFSC Public Company
Section 103 applies unless the AoA specifies otherwise.
Worked example
### Example 1
Example 1 — Quorum slab:
LMN Ltd (public) has 3,200 members. Quorum = 15 members personally present.
### Example 2
Example 2 — Adjournment by requisitionists:
Members under Sec 100 requisition an EGM. On the day, quorum is absent for 30 minutes → meeting is cancelled, NOT adjourned.
### Example 3
Example 3 — Adjourned meeting:
AGM of ABC Ltd lacks quorum on Tuesday at 11 AM. It auto-adjourns to next Tuesday, 11 AM, same place. If the Board shifts the place, 3 days' notice with newspaper advertisement is required.
### Example 4
Example 4 — Related party:
Mr R (a director) is present at a meeting where the agenda is a contract with his firm. He cannot vote, but his presence still counts toward quorum per SS-2.
⚠️ Common exam mistakes
Treating quorum as % of members instead of an absolute number for public companies.
Adjourning a requisitionist-called meeting due to lack of quorum — it should be cancelled.
Forgetting that for the second adjourned meeting, whoever is present forms the quorum.
Counting members not entitled to vote on the agenda — only members entitled to vote on the meeting's items count.
Ignoring that members joining via remote e-voting count for quorum if they attend the meeting.
Bare-Act text Sections 103, 112, 113 · 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.
Section 103(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; or (b) the meeting, if called by requisitionists under section 100, shall stand cancelled.
Section 103(3): 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.
Section 112: The President of India or the 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. Section 113: A body corporate, whether a company within the meaning of this Act or not, may, 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.