Dear Learned Members,
Section 174 provides that Unless the Article of the Company provides for a Larger Number, five members personally present shall be the quorum in case of Public Company (other than a public compnay which has become such by virtue of section 43A) and in case of private company two members personally present shall be the quorum.
Accordingly, 2 / 5 members PERSONALLY PRESENT shall only be counted for the quorum and not the proxies.
Article can only provide for the larger number and it cannot override the Companies Act.
Therefore the quorum shall be as under:-
Public Company= 5 members personally present
Private Company = 2 members personally present