Section 103: Quorum for meetings
This section determines the minimum number of members required to be present for a company meeting to proceed and the procedures to follow if a quorum is not achieved.
The section, clause by clause
What the section says
In plain terms
(1)Unless the articles of the company provide for a larger number,—
A company's meeting quorum is 5 members for public companies with up to 1,000 members, 15 members for those with 1,001 to 5,000 members, and 30 members for those with more than 5,000 members, while private companies require 2 members.
(1)(a)in case of a public company,—
(1)(a)(i)five members personally present if the number of members as on the date of meeting is not more than one thousand;
(1)(a)(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;
(1)(a)(iii)thirty members personally present if the number of members as on the date of the meeting exceeds five thousand;
(1)(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—
If a quorum is not present within half-an-hour of the scheduled meeting time, the meeting is adjourned to the same day the next week or cancelled if called by requisitionists, with the company giving at least 3 days notice for adjourned meetings.
(2)(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
(2)(b)the meeting, if called by requisitionists under section 100, shall stand cancelled:
provisoProvided that in case of an adjourned meeting or of a change of day, time or place of meeting under clause (a), 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.
(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.
If a quorum is still not present within half-an-hour at the adjourned meeting, the members present will constitute the quorum.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Subs. by Act 22 of 2019, s. 16, for sub-section (5) (w.e.f. 2-11-2018).
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.