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minutes query

Have a lot to achieve (C.A. B.Com(H)) (101 Points)

01 December 2009

Plz ans this problem

In a pvt. ltd. co. there are only 2 directors out of which 1 director is elected as a chairman of the meeting. now whether in this case we can say that as there is only 1 director ( excl chairman) therefore quorum is not present or we shall count the chairman also for the quorum

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9 Replies

Gargi Ranade (CS) (619 Points)
Replied 01 December 2009

Hi !

Chairman is attending meeting in capacity of director only which means he is also one of the director of the Conmpany, hence his presence is also part of quoram itself. further If there are only two directors only if both are present it will be valid quorum .

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CA Namita Ganatra (Self) (70 Points)
Replied 01 December 2009

According to Sec. 174(1) of the Companies Act "Unless the articles of the company provide for a larger number, five members personally present in the case of 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."

In this case chairman is also counted for quorum and hence quorum is present.

karn (trainee) (172 Points)
Replied 01 December 2009

two directors including one of them as a chairman are sufficient enough to constitute quorum for a board meeting in your case.

Ankur Garg (Company Secretary and Compliance Officer) (114778 Points)
Replied 01 December 2009

Agree with all the learned members...There is no need to worry.

Ratti Wahal (Company Secretary) (139 Points)
Replied 02 December 2009

As per Section 287 sub section 2 of the Companies Act, 1956, the quorum for a meeting of the Board of Directors of a Company shall be 1/3 of the total strength, or two directors, whichever is higher.

Therefore, it implies that minimum number of directors requried for conducting a valid meeting is 2. This figure includes the Chairman participating in a board meeting in a capacity of Director.

Regards,

Ratti Wahal

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CA PRAVEEN KESHAV (CHARTERED ACCOUNTANT) (331 Points)
Replied 02 December 2009

chairman is also counted for quorum and hence quorum is present

Prakash Joshi (Article assistant) (36 Points)
Replied 02 December 2009

comapnies act says that all the members must be personally present to attend the meeting & to constitute the quorum.... proxy excluded for the purpose of quorum......

so if the all the members are physically present it is irrelevent that how many members are need to present as per the articles of company....

CS Snehal (Compliance Manager) (346 Points)
Replied 07 December 2009

The Chairman is definetly counted for the quorum.

Kavitha (Project Executive) (26 Points)
Replied 12 December 2009

Originally posted by :Gargi Ranade
"	Hi ! Chairman is attending meeting in capacity of director only which means he is also one of the director of the Conmpany, hence his presence is also part of quoram itself. further If there are only two directors only if both are present it will be valid quorum .	"