Brief Facts of the case are given hereunder 1) That The composition of Shareholders of A Pvt Ltd is as under a) B Pvt Ltd holds 99.98% shares b) Ramu holds .01% Share c) Shamu holds .01% Shares In view of the above your opinion is invited on the following issues i) In the AGM of the Pvt Ltd Company two shareholders being quorum has to be present in person. If I am right in means the in the case of absent of the representative from the holding company Ramu and Shamu has to be present in person no proxy will work in that case ii) In case one out of Ramu or Shamu is not present than how the requirement of present in person of two shareholder will be meet since the holding company is an artificial judicial person and cannot be present in person Kindly give your views with reference of law and case law
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quorum at AGM
· Quorum
It refers to the minimum No required for a valid meeting
Quorum required for shareholders meeting is 5 in case of public company and 2 in case of private company
Proxy is not counted in ascertaining quorum
· One man quorum
Class meetings
If all the shares of a particular class are held by one person then he shall constitute the quorum
Sec 167à power of CLB to hold AGM
Sec 186à power of CLB to hold EGM
Adjournment – sec 174
If quorum is not present within half an hour the meeting shall stand dissolved if it was called by requisitionists
in case of meeting called by the company if quorum is not present within half an hour meeting shall stand automatically adjourned to next week same place, day and time ( no notice required in case of automatic adjournment ) . public holiday doesn’t count for adjournment
At the adjourned meeting also if the quorum is not present within half an hour then the members present shall be deemed to constitute quorum( one man present shall not constitute quorum)
Quorum is required for a shareholders meeting in order to commence the meeting
as explained by me above the answer for your question is that quorum is invalid and it shall be adjourned
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