Company Law and Practice · General Meetings

Quorum, Chairman and Proxies at a General Meeting

Updated 11 October 2026 · Fact-checked

Quorum is the minimum number of members who must be personally present for a general meeting to transact business (section 103). A proxy is a person appointed to attend and vote for a member (section 105), but only on a poll and without the right to speak. Solve questions by applying the section to the facts and concluding.

Understand Quorum, Chairman and Proxies

A general meeting is valid only if enough members are present. That minimum is the quorum. Under section 103, unless the articles require a larger number, a public company needs five members personally present if it has up to 1,000 members, fifteen if it has more than 1,000 and up to 5,000, and thirty if it has more than 5,000. A private company needs two members personally present. The number of members is counted as on the date of the meeting.

What if the quorum is missing? If it is not present within half an hour of the appointed time, the meeting stands adjourned to the same day in the next week at the same time and place, or to another date, time and place the Board decides. If the meeting was called by requisitionists under section 100, it stands cancelled instead. For an adjourned meeting, or a change of day, time or place, the company must give not less than three days' notice, either individually or by advertisement in newspapers (one English, one vernacular) circulating where the registered office is situated. If quorum is again missing at the adjourned meeting within half an hour, the members present form the quorum.

A proxy lets a member who cannot attend be represented. Under section 105(1), a member entitled to attend and vote may appoint another person as proxy. The proxy need not be a member. The proxy has no right to speak and can vote only on a poll, not on a show of hands. A proxy can act for not more than fifty members and for such number of shares as may be prescribed. The first proviso on a company without share capital means the proxy right applies there only if the articles so provide.

The formalities matter. The notice of a meeting must carry, with reasonable prominence, a statement that a member can appoint a proxy and that the proxy need not be a member. Default makes every officer in default liable to a penalty of ₹5,000. The proxy instrument must be in writing and signed by the appointer or an authorised attorney. If the appointer is a body corporate, it must be under its seal or signed by an authorised officer or attorney. Articles cannot require the instrument to be deposited more than 48 hours before the meeting; a longer period is treated as 48 hours.

A body corporate that is a member can instead authorise a representative by Board resolution under section 113. That person exercises the same rights as the body could as an individual member, including voting by proxy and postal ballot. This differs from a proxy, who cannot speak. The chairman presides over the meeting, regulates a poll, and may order one on his own motion (section 109). The Act text supplied here does not set out who is chairman, so state that point from the articles and the Secretarial Standard.

Key rules to remember

Quorum of a public company (s.103(1)(a)): Members ≤ 1,000: 5 | 1,001 to 5,000: 15 | > 5,000: 30 (members personally present); Articles may provide a larger number. Members are counted as on the date of the meeting.
Quorum of a private company (s.103(1)(b)): 2 members personally present; Again, articles may fix a larger number.
Quorum absent for half an hour (s.103(2)): Adjourned to same day next week, same time and place, or as the Board decides; requisitioned meeting stands cancelled; Not less than 3 days' notice of an adjourned meeting or changed day, time or place.
Adjourned meeting without quorum (s.103(3)): Members present = quorum; Applies if quorum is missing within half an hour at the adjourned meeting also.
Proxy rights (s.105(1)): Proxy: may attend and vote on a poll only; no right to speak; acts for ≤ 50 members; Proxy need not be a member. Number of shares is as prescribed.
Proxy deposit period (s.105(4)): Maximum deposit period = 48 hours before the meeting; A longer period in the articles is treated as 48 hours.
Proxy inspection (s.105(8)): From 24 hours before the meeting to its conclusion, on 3 days' written notice; Member entitled to vote may inspect proxies lodged during business hours.
Demand for poll (s.109(1)(a)): Company with share capital: members holding ≥ 1/10 of total voting power or shares with paid-up ≥ ₹5,00,000; Chairman may also order a poll on his own motion. Poll on other questions taken within 48 hours of demand.

How to solve Quorum, Chairman and Proxies questions

Quorum and proxy questions are fact-based. Identify the company type and the issue, apply the section, then conclude.

1Identify whether the company is public or private, and note the number of members on the date of the meeting.
2Check whether the articles prescribe a larger quorum. If they do, that number applies.
3Count members personally present. Proxies and absent members do not count towards quorum under section 103.
4If quorum is short, check the time elapsed. Apply the half-hour rule, then the adjournment or cancellation rule, and the 3-day notice.
5For a proxy question, test who appointed whom: written, signed instrument, deposited within 48 hours, and the limit of fifty members.
6State what the proxy can do: vote only on a poll, no right to speak. Distinguish a body corporate representative under section 113.
7For voting questions, link to section 109 (poll) or section 114 (resolutions) where the facts raise them.
8Write the conclusion in one clear sentence, citing the section.

Quickest way: Section-first checklist

When to use it: Use it when time is short and the question gives a small fact pattern.

Write the section number and its rule in one line.
Underline the numbers in the facts: members, time lapsed, notice days, hours.
Compare each number with the limit in the section.
Write the result: valid, adjourned, cancelled, or proxy ineffective.
Add one line of reason and the section.

Common mistakes in Quorum, Chairman and Proxies

Counting proxies towards quorum.
Students assume anyone represented is present.
Fix: Section 103 requires members personally present. Proxies do not count.
Saying a proxy can speak or vote on a show of hands.
Confusing a proxy with a member or with a section 113 representative.
Fix: A proxy has no right to speak and votes only on a poll (section 105(1)).
Applying the adjournment rule to a requisitioned meeting.
Only the general rule is remembered.
Fix: If the meeting was called by requisitionists under section 100, it stands cancelled when quorum is absent.
Treating 48 hours as a minimum the articles can extend.
Mixing up maximum and minimum.
Fix: The articles cannot require deposit earlier than 48 hours before the meeting. A longer period is read as 48 hours.
Mixing up the quorum bands for public companies.
Numbers 5, 15 and 30 are easily swapped.
Fix: Link them to 1,000 and 5,000 members: up to 1,000 is 5; above 1,000 to 5,000 is 15; above 5,000 is 30.
Forgetting the three days' notice for the adjourned meeting.
Students stop at 'same day next week'.
Fix: The proviso requires not less than three days' notice, individually or through newspaper advertisements, when the day, time or place changes.

Worked examples

Example 1

Bharat Textiles Ltd, a public company, has 1,200 members on the date of its AGM. Its articles are silent on quorum. Only 9 members are personally present and 12 others have sent proxies. Half an hour after the appointed time, can the meeting proceed?

Show the solution

Section 103(1)(a)(ii): with more than 1,000 and up to 5,000 members, the quorum is fifteen members personally present.
Only members personally present count. Proxies are excluded, so the count is 9.
9 is below 15, so quorum is absent after half an hour.
Under section 103(2)(a), the meeting stands adjourned to the same day next week at the same time and place, or as the Board decides.
Not less than three days' notice of any change must be given.

Answer: The meeting cannot proceed. It stands adjourned to the same day next week, same time and place, or as the Board decides, with at least three days' notice for any change. If quorum is again absent within half an hour at the adjourned meeting, the members present will form the quorum (section 103(3)).

Example 2

Anil, a member of Sundaram Foods Pvt Ltd, appoints his friend Kiran (not a member) as proxy. At the general meeting Kiran wants to speak on a resolution and vote by show of hands. Is he entitled? The articles require the proxy form to be deposited 72 hours before the meeting. Advise.

Show the solution

Section 105(1) lets a member appoint another person as proxy. The proxy need not be a member, so Kiran can act.
The first proviso says a proxy has no right to speak and can vote only on a poll. So Kiran cannot speak.
Kiran cannot vote on a show of hands. He may vote if a poll is held.
Under section 105(4), an article requiring a longer period than 48 hours is treated as requiring 48 hours.
The instrument must be in writing and signed by Anil or his authorised attorney (section 105(6)).

Answer: Kiran may act as proxy but cannot speak or vote on a show of hands. He can vote only on a poll. The 72-hour deposit requirement is read as 48 hours, so the proxy is valid if lodged 48 hours before the meeting, in writing and signed by Anil.

Exam tips

Memorise the 5, 15 and 30 bands with their member limits. Examiners use facts just around 1,000 and 5,000.
Always check the words 'personally present' before counting quorum.
In proxy problems, list the three limits: no speaking, poll only, and fifty members.
Present the answer in ICSI style: provision, application to facts, conclusion with section.
If the question asks about the chairman, base the answer on the articles and the Secretarial Standard, and mention the poll powers under section 109.

Practice questions from General Meetings

Quorum, Chairman and Proxies in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Quorum, Chairman and Proxies: frequently asked questions

What is the quorum for a general meeting of a public company?

Under section 103, unless the articles provide a larger number, it is five members personally present if members are up to 1,000, fifteen if above 1,000 and up to 5,000, and thirty if above 5,000. For a private company it is two members personally present.

What happens if quorum is not present at the AGM?

If quorum is not present within half an hour, the meeting stands adjourned to the same day next week at the same time and place, or as the Board decides. A requisitioned meeting stands cancelled. If quorum is again absent at the adjourned meeting, the members present form the quorum.

Can a proxy speak or vote at a general meeting?

A proxy has no right to speak. A proxy can vote only on a poll, not on a show of hands. This is under the first proviso to section 105(1).

Does a proxy have to be a member of the company?

No. Section 105(2) requires the notice to state that a proxy need not be a member. A proxy may act for not more than fifty members.

How is a body corporate represented at a meeting?

Under section 113, the body corporate authorises a representative by a resolution of its Board or governing body. The representative has the same rights as the body would have as an individual member, including voting by proxy and postal ballot.