Question

One person can never be a quorum ___________.

• A. True
• B. False
• C. Sometimes true
• D. In certain conditions

Answer 1

The correct option is D In certain conditions

The general rule is that at least two Directors or one-third of the total number of Directors, whichever is higher should be present in order to constitute a quorum of a meeting of the Board and for a General Meeting, at least five members of a company should be personally present in the case of public company (other than a public company which has become such by virtue of section 43A) and at least two members should be personally present in the case of any other company. In exception to the above provisions, there may be valid meeting with 'one person' present. Following are the cases of one-man meeting:

(a) Where all of the shares of a particular class (Preference Shares) are held by one person, that person can constitute a meeting of preference shareholders., This may also happen in the case of debenture-holders' meeting where all the debentures issued by a company are held by one person.

(b) Usually the articles of companies authorize the Board of Directors, subject to the provisions of the Companies Act, to delegate any of its powers to a committee consisting of such Director or Directors as it thinks fit, and if there is no stipulation in such delegation in regard to quorum, one person, if he forms such committee, shall constitute a valid meeting of that committee.

(c) Regulation 75 of Table 'A' of Schedule I provides (and most of the companies' Articles of Association similarly provide) that if the number of Directors is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing Director or Directors may act for the purpose of increasing the number of Directors or for summoning a General Meeting. In such a case, one Director may form a valid meeting for the limited purpose of appointment of a new Director or Directors or for summoning a General Meeting of the company.

(d) In the event of default of holding an Annual General Meeting of a company in accordance with section 166, Explanation under sub-section (1) of section 167 of the Act provides that with the direction of the 'Company Law Board', one member of the company shall be deemed to constitute a meeting (one member present in person or by proxy).

(e) If a meeting other than the Annual General Meeting cannot be called according to the manner prescribed by the Act or the articles, Explanation to sub-section (1) of section 186 provides that the Company Law Board may order a meeting to be held by one member present in person or by proxy.