Random Ltd. with 500 members, needs a quorum of 10 members physically present for a general meeting as stipulated by its Articles of Association. At a general meeting convened to consider appointment of managing director

As the Article of the Company provides for the larger number i.e. 10 members physically present for Quorum of the meeting. The Quorum of the meeting will be considered as under: Ram representing the Governor of Tamil Nadu shall be counted for the quorum. The preference shareholders shall not be counted for the quorum unless the meeting was called to take decision on a subject affecting their rights. Debenture holders shall not be counted for the quorum unless the meeting was called to take decision on a subject affecting their rights. Deposit holders shall not be counted for the quorum unless the meeting was called to take decision on a subject affecting their rights. Shyam representing three companies shall be counted as three members physically present. Proxies shall not be counted for quorum. Five individual equity shareholders shall be counted for quorum. Thus, the total quorum is 1+3+5=9 members. The above members still fall short for the required number of members to be present at the general meeting as provided in the article of the company i.e. 10 members. Hence, the Company cannot proceed to consider appointment of managing director for want of requisite quorum.