08 June 2010
In our company we have 2 Preference shareholders one is holding preference share capital of Rs.5 crore and another Rs.3 crore.
now we want to vary the rights attached to these preference shares for which we need to hold the meeting of the prefence shareholders and pass the special resolution.
my question is that what will be the quoram for the meeting since there are only 2 preference shareholders and in case only one shareholder present in the meeting & votes in favour of the resolution whether it will binding on the other preference shareholder as well.
10 June 2010
Minimum quorum required as per section 174 of the companies act is 2 for private company & 5 for public company.
Articles of the company may provide for higher quorum. but can not provide for smaller. In any case articles can't provide for quorum of 1 member. A meeting at which only 1 person is present is no meeting. To constitute a valid meeting, at least 2 memebers must be present except Annual General meeting called pursuant to CLB Order u/s 167 an Extraordinary general meeting called u/s 186 pursuant to CLB order.
11 June 2010
As per the provisions of section 106 of the Companies Act, 1956 rights attached to the class of shareholders can be varied by passing a special resolution in the meeting of the of shareholders of that class. since there are only 2 shareholders in the class and our company is public company requirement of 5 members can not be fulfiled.
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