KMN Ltd. scheduled its annual general meeting to be held on 11th March, 2024 at 11:00 A.M. The company has 900 members. On 11th March, 2024…

CA Intermediate · Corporate and Other Laws · MTP · September 2024
KMN Ltd. scheduled its annual general meeting to be held on 11th March, 2024 at 11:00 A.M. The company has 900 members. On 11th March, 2024 following persons were present by 11:30 A.M. (1) P1, P2 & P3 shareholders (2) P4 representing ABC Ltd. (3) P5 representing DEF Ltd. (4) P6 & P7 as proxies of the shareholders (i) Examine with reference to relevant provisions of the Companies Act, 2013, whether quorum was present in the meeting. (ii) What will be your answer if P4 representing ABC Ltd., reached in the meeting after 11:30 A.M.? (iii) In case lack of Quorum, discuss the provisions as applicable for an adjourned meeting in terms of date, time & place. (iv) What happens if there is no Quorum in the Adjourned meeting?

Suggested Answer and Working Notes:

According to section 103 of the Companies Act, 2013, unless the articles of the company provide for a larger number, the quorum for the meeting of a Public Limited Company shall be 5 members personally present, if number of members is not more than 1000. (i) (1) P1, P2 and P3 will be counted as three members. (2) If a company is a member of another company, it may authorize a person by resolution to act as its representative at a meeting of the latter company, then such a person shall be deemed to be a member present in person and counted for the purpose of quorum. Hence, P4 and P5 representing ABC Ltd. and DEF Ltd. respectively will be counted as two members. (3) Only members present in person and not by proxy are to be counted. Hence, proxies whether they are members or not will have to be excluded for the purposes of quorum. Thus, P6 and P7 shall not be counted in quorum. In the light of the provision of the Act and the facts of the question, it can be concluded that the quorum for Annual General Meeting of KMN Ltd. is 5 members personally present. Total 5 members (P1, P2, P3, P4 and P5) were present. Hence, the requirement of quorum is fulfilled. (ii) The section further states that, if the required quorum is not present within half an hour, the meeting shall stand adjourned for the next week at the same time and place or such other time and place as decided by the Board of Directors. Since, P4 is an essential part for meeting the quorum requirement, and he reaches after 11:30 AM (i.e. half an hour after the starting of the meeting), the meeting will be adjourned as provided above. (iii) In case of lack of quorum, the meeting will be adjourned as provided in section 103. In case of the adjourned meeting or change of day, time or place of meeting, the company shall give not less than 3 days' notice to the members either individually or by publishing an advertisement in the newspaper. (iv) Where quorum is not present in the adjourned meeting also within half an hour, then the members present shall form the quorum.

Topics: Management & Administration

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