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Appointment of individual to constitute a quorum

Sanjay (Associate) (152 Points)

05 May 2017

XYZ Pvt ltd has 2 shareholer i.e. ABC Pvt ltd and Mr. A( Nominee of ABC Pvt Ltd), now the company wants to have general meeting. As per Companies Act minimum 2 member present in person are constitued as Quorum. Can ABC pvt ltd holding 99% of stake directly and remaining 1 % via nominee shareholder appoint 2 individual as Corporate Authorised representative and will those 2 act as members present in meeting and be considered as proper Quorum.

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9 Replies

Sudhir Todkar (CS Professional) (1021 Points)
Replied 05 May 2017

Yes ABC Pvt ltd can appoint authorized representative for attending general meeting. Such authorized representative will consider member only not proxy since it's is artificial person and can vote as well in such Meeting subject to conditions that company should file proxy form atleast 2 days before the GM. Such authorized representative will also be consider in quorum.

Minimum 2 members or such higher number as prescribed in AOA to held general meeting..

Sanjay (Associate) (152 Points)
Replied 05 May 2017

Dear Sir,

So ABC PVT LTD holding 99% and 1% via nominee can appoint 2 individuals as corporate repesentative and both members will be considered as quorum is that what your confirming on your above repl. If yes i have one query how can one entity appoint 2 different representaive to attend 1 meeting and how will both be counted as quorom since both are representing same member i.e. ABC pvt ltd.

Please shre your views

Ravi Kiran Vustela (Knowledge Seeker) (1353 Points)
Replied 06 May 2017

yes.... refer section 113

1 Like

Sudhir Todkar (CS Professional) (1021 Points)
Replied 06 May 2017

Any member whether natural person or body corporate can nominate only single person (Not > 1) as proxy/ authorized representative as the case may be..

Note: In case of Joint share holders all members will consider as members for purpose of Quorum.

Sanjay (Associate) (152 Points)
Replied 06 May 2017

Dear Sir Request you to tell me in which section the aforesaid regulation are mentioned.

Sanjay (Associate) (152 Points)
Replied 06 May 2017

Dear Sir Request you to tell me in which section the aforesaid regulation are mentioned.

Sudhir Todkar (CS Professional) (1021 Points)
Replied 06 May 2017

Section 103 : If a person is more than one capacities he is counted as quorum separately in each capacity.

Example If a person is present as a representative of a company (ABC private limited holding - 99%) as well as member (Mr. A - 1% ) of his individual capacity, Quorum is counted as two.

If Company appointes OTHER THAN Mr. A than qourom will be counted ONE only on other hand if company appointes Mr.A only as representative than Quorum will be 2 (He himself member holding 1% and representative of company)