Quorum

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ABC private limited has 2 shareholders. Both shareholders are based out in Foreign countries and are individuals. The company has to schedule an EGM for special businesses. Can anyone please clarify if both the indivdual shareholders aoppoint 2 proxies and whther such proxies in adjourned EGM be counted as Quorum.

Replies (4)

No as per interpretation of Section 103 of the companies Act the proxies shall not be considered while calculating the quorom of a General meeting, what a proxy can do is Vote on a poll and call for a Poll. Thus as per my interpretation in your case as the minimum requirement is atleast 2 directors then both the directors should be present in the quorom however do note that quorom in a GM is only seen at the commencement of the meeting and not throughout the meeting. 

The answer given by is partly correct.
Proxy is not counted for purpose of Quorum for both EGM or Adjourned EGM. Only representative of specified persons consider for Quorum.

However in your given case both are normal individual. So to convey EGM both the shareholders should present at EGM within half an hour from the time appointed for holding EGM throughout the Meeting.

Note : Act is silent about the situation when quorum is available at the beginning of the Meeting but it reduces in the middle of the meeting.

As per SS 2 Quorum should be present throughout the Meeting.

Central Government may however exempt any class of companies to convey AGM or EGM outside India.

So for applying the exemption the application is to be made with Central Government or Regional Director or National Company Law Tribunal.

Central Government

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