The following are the main provisions regarding the number of caretakers or quorum in the meeting of the members of the company.
1. Acting number or quorum to be mandatory – For the validity of any meeting, it is necessary to have a quorum. The meeting cannot be conducted in the absence of the quorum or the presence of the members in the caretaker numbers.
2. Determination of caretaker number The quorum number may be determined by the Articles of Association of the company but this number cannot be less than the number prescribed in the Act. According to the Act, the following number has been fixed for quorum
(a) In the case of a public company (i) 5 members personally present if the law of the assembly does not exceed that of the members.
(ii) 15 members present personally if the number of members exceeds 1,000.is up to 5,000.
(iii) 30 members personally present if the number of members exceeds 5,000. In the case of a private company, the quorum of the meeting shall be deemed to be complete when at least 2 (b) members are personally present.
3. Calculation of caretaker number – For computing the quorum number, only the members of the company are counted. Pratipurushas are not included in the calculation of the quorum number, but the following are also included in the calculation of the quorum number
(i) If any other company of a company is a member, then a representative of that company. (ii) If the President or the Governor is a member in a company, his representative.
(iii) the number of shareholders if a resolution affecting the interests of preference shareholders is being passed in the meeting of the company. But it should be noted that in the case of joint shareholders, the number of quorum is calculated. Time will be counted only for one of them.
4. Recognition in relation to quorum In relation to the meetings of the company, it is a general
It is recognized that until the members are not counted, it will be considered that
There was a quorum.
5. Quorum from one person – Generally, without the presence of the caretaker number, the meeting is considered irregular and illegal, but in some exceptional circumstances, there can be a valid meeting even if there is no quorum even if a member is present. The following are the circumstances
(i) if, on the application of a member, the annual general meeting of the Central Government company
calls or orders the company to be called, the Central Government may direct that
Such a meeting can also be held in the presence of a person.
-(ii) If the court orders the company to convene a meeting, it may in this order direct that the meeting shall be constituted even in the presence of a person in the meeting and the decisions taken by it shall be made by the company and will be applicable to other concerned persons.
(iii) Sometimes it may happen that out of the different types of share capital of the company, all the shares of any one class are held by a single person. In such a situation, the assembly will be formed even with the presence of that one person. This can happen in respect of debenture holders also. Only one person can buy all the debentures issued by the company. When this happens, that person alone can constitute the meeting of debentures.
6. Adjournment of the House for want of quorum – If the required number of members for the quorum does not appear within an hour from the time fixed for the commencement of the House, it is adjourned to the next week, on the same day, at the same time and place. But if a meeting has been called on the demand of the members, then the meeting is considered to be over if there is no quorum. 7. Conduct of adjourned meeting – When adjourned meeting is held and also in that meeting
If the caretaker number is not present within half an hour of the time, then the number of members present
For that assembly, the number of those members is taken as the caretaker number.
8. Time of presence of quorum- The minimum number of members required to be present for quorum is an important question. Nothing in this regard in the Act