26 January 2012
No. The AGM can not be conducted through teleconference. Even though shareholders are allowed to participate in AGM through electronic mode, quorum as required u/s 174 of The Companies Act, 1956 shall have to be physically present at the place of meeting.
(1) Unless the articles of the company provide for a larger number, five members personally present in the case of 1[public company (other than a public company which has become such by virtue of section 43A), and two members personally present in the case of any other company,] shall be the quorum for a meeting of the company.
(2) Unless the articles of the company otherwise provide, the provisions of sub-sections (3), (4) and (5) shall apply with respect to the meetings of a public or private company.
(3) If within half an hour from the time appointed for holding a meeting of the company, a quorum is not present, the meeting if called upon the requisition of members, shall stand dissolved.
(4) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such either day and at such other time and place as the Board may determine.
(5) If at the adjourned meeting also a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.
So u can adjourn the meeting twice as stated in the above provisions and then even one member personally present shall form the uorum and meeting can be convened.
Sub-section (1) of section 174 makes it clear that, as a general rule, a meeting of a company cannot proceed with less than two members.
Further Sub section (5) of Section 174 uses the word "members".
The Punjab and Haryana High Court, in Bhankerpur Simbhaoli Beverages Pvt. Ltd. v. Sarabhjit Singh, [1996] 86 Comp. Cas. 842 (P&H), was dealing with an allegation that an extraordinary general meeting of the company was illegal since only one person was present. The Court held that “in order to give a finding as to whether the extraordinary general meeting was held, it is necessary to find out first, as to whether at least two shareholders were present in the meeting because a single person cannot constitute a meeting”.
27 January 2012
Quorum implies plural number of members:
There shall be at least two persons to constitute a meeting. A single member holding proxies or representations of more than one member or being a member both in his personal capacity and as a trustee for another does not constitute a meeting unless somebody else is present there or the Statute or the Company Law Board authorised by, specifically providing therefor. In Sharp v Dawes (1876) 2 QBD 26 (CA) it was held that a meeting could no more be constituted by one person than a meeting could have been constituted if no shareholder at all had attended. [See also Re Sanitory Carbon Co. (1877) WN 223]
Exceptions: A single member, whether present by himself or by proxy, can constitute quorum in following exceptional cases:
1. If the Annual General Meeting is called by the Company Law Board:— According to section 167(1), the Company Law Board may call an Annual General Meeting on the application of any member of the company and give such directions as it may think fit. Directions may include that one member of the company present in person or proxy shall be deemed to constitute a meeting.
2. If a general meeting other than the Annual General Meeting is called by the Company Law Board:— According to section 186, the Company Law Board has the power to call a meeting other than the Annual General Meeting, if the Annual General Meeting of the company has not been held due to some reason and give such directions as it may think fit. Directions may include that any one member of the company present in person or proxy shall be deemed to constitute a meeting.
3. In other special situation:— In certain circumstances, if it seems that quorum cannot be reached, an application shall be made to the Company Law Board for an order that a meeting should be called and even if one member present in person or by proxy, should constitute a quorum.
4. If all members but less than quorum present at meeting:— If the numbers of members of the company is reduced below minimum required quorum for the meeting, than all those who are members, can personally attend the meeting and question of quorum will not arise.
5. In the case of class meetings:— If all the class shares of a company are held by one shareholder than single member present by himself or by proxy will constitute a quorum for such class meeting.
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