Companies Act Section 103 — Quorum for meetings
CHAPTER VII MANAGEMENT AND ADMINISTRATION
Commercial / Corporate
Summary
Sub-section (1) sets the minimum number of members who must be personally present for a meeting to be valid, unless the company's articles require a larger number. For a public company, the required quorum depends on the total number of members on the date of the meeting: five members if there are not more than one thousand members, fifteen members if there are more than one thousand but up to five thousand members, and thirty members if there are more than five thousand members. For a private company, the quorum is two members personally present.
Sub-section (2) deals with what happens if the required quorum is not present within half an hour of the scheduled meeting time. In such a case, the meeting is either adjourned to the same day in the next week at the same time and place, or to another date, time, and place as the Board decides, or if the meeting was called by requisitionists under section 100, it stands cancelled. The proviso to this sub-section states that when a meeting is adjourned or its day, time, or place is changed under clause (a), the company must give at least three days' notice to members, either individually or by publishing an advertisement in newspapers—one in English and one in a vernacular language—that circulate in the area where the company's registered office is located.
Sub-section (3) states that if, at the adjourned meeting, a quorum is still not present within half an hour of the scheduled time, then the members who are present at that adjourned meeting will be considered the quorum.
Official Text
(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; or
(b) the meeting, if called by requisitionists under section 100, shall stand cancelled:
Provided 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.