Quorum for a General Meeting: Section 103

The quorum for a general meeting of an Indian company is fixed by section 103 of the Companies Act, 2013, and it is not one number. For a public company it steps up with the size of the register, from five members to fifteen to thirty. For a private company it is two. All of those counts are of members personally present, and section 103 lets the articles move the figure in one direction only.

What is the quorum for a general meeting of a public company?

Section 103(1)(a) sets the quorum for a general meeting of a public company on a sliding scale, measured by the number of members as on the date of the meeting:

Section 103(1)(b) deals with a private company in one line: two members personally present shall be the quorum for a meeting of the company.

Two features of the drafting decide most real questions about it.

The scale is read on the date of the meeting, not on any earlier record date. Each of the three clauses is keyed to "the number of members as on the date of meeting", so a company that crosses one thousand or five thousand members between two annual general meetings moves up a step without anything else changing.

The articles can only raise the number. The whole of section 103(1) opens with "unless the articles of the company provide for a larger number". The section therefore confers a power to require more members than the statutory figure and says nothing that would let the articles require fewer. A company whose articles are silent takes the statutory count.

Who counts as present for the quorum?

Section 103(1) counts members personally present. That phrase is doing work, because the Act uses a different and wider formula where it means to include representation. Section 109(1), on a demand for a poll, counts members "present in person or by proxy, where allowed". Section 103(1) does not carry that limb.

What section 103 does not do is spell out the consequence for the two Act mechanisms that put someone else in a member's chair, and the two are not drafted alike:

• A proxy under section 105 attends on the member's behalf. The first proviso to section 105(1) expressly provides that a proxy shall not have the right to speak at the meeting and shall not be entitled to vote except on a poll.
• A representative of a body corporate under section 113 is authorised by a resolution of its Board or other governing body. Section 113(2) entitles that person to exercise the same rights and powers as the body corporate could exercise if it were an individual member, but section 113 contains no deeming provision. Section 112(2), the neighbouring provision for a representative of the President or a Governor, does: it says the person appointed "shall, for the purposes of this Act, be deemed to be a member of such a company".

That difference between sections 112 and 113 is on the face of the Act, and section 103 resolves neither case in terms. What can be said from the text alone is what each section says, which is set out above.

What happens when the quorum is not present?

Section 103(2) starts a clock: half an hour from the time appointed for holding the meeting. If the quorum is not present within it, one of two things happens, and which one depends on who called the meeting.

1. An ordinary meeting stands adjourned under clause (a), 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.
2. A meeting called by requisitionists under section 100 stands cancelled under clause (b). There is no second sitting for it.

The proviso to section 103(2) attaches a notice duty to the first route only. Where a meeting is adjourned, or its day, time or place changed 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 the vernacular language, in circulation at the place where the registered office of the company is situated.

Then section 103(3) closes the loop. If at the adjourned meeting a quorum is again not present within half an hour of the appointed time, the members present shall be the quorum. The second sitting cannot fail for want of numbers, which is why the adjournment route ends in a meeting that can transact business and the cancellation route ends in nothing.

How to requisition an EGM covers the section 100 route and what the cancellation rule means for members who called a meeting that nobody attended.

Where the quorum shows up in a filing

For a listed public company the quorum is not only a matter of internal minutes. Rule 31(1)(c) of the Companies (Management and Administration) Rules, 2014 requires the report on each annual general meeting, prepared under section 121(1), to contain the number of members attending the meeting and a confirmation of quorum. That report is filed with the Registrar in Form No. MGT.15 within thirty days of the conclusion of the meeting.

So for the companies Flock covers, the quorum for a general meeting is a stated fact in a filed document rather than an inference from the attendance register.

On the rules cited here. The rule text on this page comes from the copy of the Companies (Management and Administration) Rules, 2014 that thc.nic.in serves, and that copy is a notification text rather than a consolidation. Its body is the 27 March 2014 notification, unnumbered as served. Bundled into the same file is a later amendment notification, G.S.R. 279(E) dated 6 April 2022, the Companies (Management and Administration) Amendment Rules, 2022, whose own footer records the principal notification as G.S.R. 260(E) dated 31 March 2014 and lists the ten amendments before it. That number and date are second-hand: the file carries them only in that 2022 footer, never on the principal text itself, so the source lines on these pages cite them on the authority of that footer. So the file evidences eleven amendments in all, and the most recent one it carries is the 2022 notification, not the 5 March 2021 one its table ends on. Check the amending notifications before relying on any rule text here for a filing. The section text on this page is the Companies Act, 2013 as consolidated on India Code, with each amendment footnote resolved on its own page.

Where this sits in the disclosure picture

• Report on annual general meeting, section 121 is the filing that confirms the quorum was met.
• What is a proxy under section 105 covers the instrument whose holder the first proviso to section 105(1) restricts to voting on a poll.
• Corporate representation at a meeting, section 113 covers how an institutional holder puts a person in the room.
• How to requisition an EGM covers the section 100 meeting that section 103(2)(b) cancels outright.
• What are minutes of a general meeting covers the record the section 121 report is prepared in addition to.
• What is a voting results filing is where the business transacted at a meeting that did have a quorum becomes public.

Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.