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  • Writer's pictureRashi Srivastava

Section 174 Of Companies Act 2013: Quorum For General Meeting

Updated: Oct 7, 2022

an image of quorum for meetings of board as per section 174 of companies act 2013
Section 174- Companies Act 2013 : Quorum for General Meeting

In the general sense, Quorum means the minimum number of people needed to hold meetings or make decisions during specific company meetings. The quorum is often considered the majority of members within a group or organization.

What is a Quorum? [sec-103]

Quorum’ means the minimum number of members who must be present to constitute a valid meeting and validate business at the meeting. If the quorum is not present, the meeting shall be considered invalid.

The Quorum for General Meetings

1. Public Company

  • Five members are personally present if the number of members on the meeting date is not more than one thousand.

  • Fifteen members are personally present if the number of members on the date of the meeting is more than 100 but up to 5,000.

  • Thirty members are personally present if the number of members on the date of the meeting exceeds 5,000.

2. Any Other Company

  • Two members personally present

Articles may prescribe a larger quorum than provided u/s 103.

When all company members are present in person, the quorum is present even if the quorum required by the articles is more than the number of members.

What is Section 174 of Companies Act 2013?

Section 174 of the Companies Act 2013 lays down that the quorum for a general meeting of the Board shall be:

  1. 1/3rd of its total strength (any fraction contained in one-third being rounded off as one), or

  2. Two directors, whichever is higher.

In calculating the total strength, any vacancy in the Board is excluded, and only the directors in office at the moment are taken into account. [sec174(2)]

Section 174 only indicates the minimum number of directors necessary to constitute a proper quorum. It is open to the company, by its articles, to show a higher, but not a lower, number is constituting a valid quorum.

[Amrit Kaur v. Kapurthala Flour Oil & General

Mills Co.(Pvt.) Ltd. (1984) 56. Comp Case 194]

Quorum – Disinterested Directors

The interested directors are not counted for the purpose of the quorum for a General Meeting. The quorum of disinterested directors is required for each business transacted at the Board meeting unless the articles provide for a higher quorum. Discussions or meetings would not be convened without the participation of a quorum of disinterested directors.