There are 7000 members of Six Sigma Power Zone Ltd. The company's Annual General Meeting (AGM) was held on 20th August, 2025. In this AGM only 70…
CA Intermediate · Corporate and Other Laws · PYQS · May 2026
There are 7000 members of Six Sigma Power Zone Ltd. The company's Annual General Meeting (AGM) was held on 20th August, 2025. In this AGM only 70 members were present. When a particular business agenda was being discussed, which was required to be passed as a special resolution, 10 members walked out of the meeting room. Out of the remaining members present, 15 members voted against the proposal and the rest voted for the resolution. The Chairman of the meeting declared that the resolution has been passed as a special resolution. In light of the above facts answer the following referring to the provisions of the Companies Act, 2013: (i) Whether the quorum of the AGM was proper? (2 Marks) (ii) What is the voting requirement of passing of a resolution as a special resolution? (1 Mark) (iii) Whether the declaration of the Chairman of passing of the resolution as special resolution is valid? (2 Marks)
Suggested Answer and Working Notes:
(a) (i) According to section 103(1) of the Companies Act, 2013, unless the articles of the company provide for a larger number, in case of a public company, (a) five members personally present if the number of members as on the date of meeting is not more than one thousand, (b) fifteen members personally present if the members as on the date of meeting is more than one thousand but upto five thousand, (c) thirty members personally present if the number of members as on the date of the meeting exceeds five thousand, shall be the quorum for a meeting of the company. In the given question, Six Sigma Power Zone Ltd. has 7,000 members (i.e., more than 5,000), the required quorum is 30 members personally present. In the present case, 70 members were present at the AGM, which is above the required quorum of 30. Thus, the quorum of the Annual General Meeting was proper and valid. (ii) According to section 114(2) of the Companies Act, 2013, a resolution shall be a special resolution when: (a) the intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution; (b) the notice required under this Act has been duly given; and (c) the votes cast in favour of the resolution, whether on a show of hands, or electronically or on a poll, as the case may be, by members who, being entitled so to do, vote in person or by proxy or by postal ballot, are required to be not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting. (iii) Particulars No. of members Total number of members present 70 Members walked out 10 Remaining members 60 Votes cast against 15 Votes in favour 60 – 15 = 45 For a special resolution, votes in favour must be at least three times the votes against. Here: Three times of 15 = 45 Votes in favour = 45 Since, the votes in favour (45) are equal to three times the votes against, the declaration of the Chairman that the resolution has been passed as a special resolution is valid.
Topics: Management & Administration
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