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quorum in a closely held ltd company

Deepika (head) (52 Points)

22 March 2010

hi..in a closely held ltd. company how many members/directors are required to form a quorum for conducting any meeting/passing a resolution?

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9 Replies

Mitali Agarwal (Company Secretary) (638 Points)
Replied 22 March 2010

Please read Sections 174 & 287 regarding quorum for general meetings and Board Meetings respectively.

Since, yours is a public ltd. co.,

Section 174 - General meetings, 5 members personally present

Section 287 - Board Meetings - 1/3 of total no. of directors.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 22 March 2010

As per section 174 quorum for a public company is 5 members personally present.

Proxies are not counted in the quorum. However representative of Governer or Company is considered as member personally present hence counted for the purpose of quorum.

Revert if there is any doubt.

Best Regards

Deepika (head) (52 Points)
Replied 22 March 2010

In case of board meeting what if , if there are only 3 directors in total...in that case also 1/3rd of total directors will be sufficient or minimum 2 are required??

Mitali Agarwal (Company Secretary) (638 Points)
Replied 22 March 2010

I had not written the whole provision of Section 287 in my early reply

Section 287 provides that:

The quorum for a meeting of the Board of directors of a company shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one), or two directors, whichever is higher .

Mitali Agarwal (Company Secretary) (638 Points)
Replied 22 March 2010

So, minimum 2 are required if 1/3 comes to <2.

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palak (cs) (385 Points)
Replied 22 March 2010

IN UR CO. TOTAL DIR ARE 3.

ACC TO SEC 287 OF CO ACT,1956 1/3 OF TOTAL DIR OR TWO WHICHEVER IS HIGHER.

SO 3 DIR OF 1/3 = 1

1 OR 2 WHICHEVER IS HIGHER

SO ANS IS TWO DIRECTOR .

1 Like

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 22 March 2010

Originally posted by : Mitali Agarwal
	So, minimum 2 are required if 1/3 comes to <2.

Agree. There is no doubt about that.

Deepika (head) (52 Points)
Replied 22 March 2010

thanks.

Jagruti (CS) (Service) (1953 Points)
Replied 22 March 2010

For your reference, make sure that the quorum should be disinterested as if out of 2 directors present in Board meetting if one is interested in resolution as per Section 300 than resolution will be void & it will not have effect.