Yes, the quorum provisions under Section 103 of the Companies Act, 2013 remain in force regardless of whether electronic voting is used. Here’s what you need to know:

Understanding the Quorum Requirement

• Section 103 Requirement:
  This section specifies that a minimum number of directors must be present at a board meeting for it to be valid. The quorum is typically defined as one‑third of the total number of directors (or two directors, whichever is higher).

• Electronic Participation:
  The Companies (Meetings of Board and its Powers) Rules, 2014 allow directors to participate via video conferencing or other electronic means. Such participation is generally treated as equivalent to physical presence for the purpose of meeting the quorum requirement.

When Physical Presence May Still Be Necessary

• Specified Requirements in the Articles:
  If a company’s Articles of Association or Board resolutions specify that certain directors or key personnel must be physically present at meetings, then that requirement must be fulfilled even if electronic voting is used.

• Critical Decisions:
  In some cases, for highly sensitive or significant decisions, companies may choose to require physical attendance to ensure robust deliberation and participation.

Key Takeaway

• General Rule:
  Electronic participation (including electronic voting) satisfies the quorum requirements as long as the minimum number of directors is present—whether physically or via video conferencing.

• Exceptions:
  If there is a specific provision in the company’s governing documents that mandates physical presence for certain roles or decisions, then those conditions must be met.

A National Holiday refers to any day that is officially declared by the Government of India as a public holiday (for example, Republic Day, Independence Day, or Gandhi Jayanti). When it comes to holding an Annual General Meeting (AGM), the concept of a national holiday is significant for several reasons:

• Scheduling Considerations:
  National holidays typically mean that government offices (like the Registrar of Companies) and other essential services are closed. This can affect the practical aspects of conducting the meeting, such as filing related documents or ensuring proper participation.

• Quorum and Participation:
  Since many directors and shareholders may be unavailable on a national holiday, holding an AGM on such a day could lead to issues with meeting the quorum requirements necessary for a valid meeting.

• Best Practices:
  Companies are generally advised to avoid scheduling AGMs on national holidays. If an AGM is scheduled on a national holiday, it is often postponed or adjourned to the next working day to ensure full participation and compliance with statutory requirements.

Conclusion:
In summary, a “National Holiday” under the Companies Act refers to days when official operations are suspended by government decree. For AGMs, this means companies should plan to avoid these dates to ensure that quorum is met and the meeting can proceed smoothly.

Under the Companies Act, 2013 and the respective rules regarding the inspection of records and registers, companies must allow their members to access and inspect certain documents (such as registers, minutes, and other statutory records). However, when the Articles of Association (AoA) are silent on charging fees for such services, the company is generally not obligated to levy any fees for providing inspection, copies, or extracts.

Key Points to Understand:

• Statutory Rights of Members:
  Members have a legal right to inspect the company’s records and registers. This right is protected under the Companies Act, and any fees imposed should not hinder that right.

• Role of the Articles of Association:
  If the AoA specifically mention fees for providing copies or allowing inspections, then those terms must be followed. However, if the AoA are silent on this matter, there is no statutory mandate requiring the company to charge any fee for these services.

• Administrative Considerations:
  While the company might incur minor administrative costs in processing requests, there is no requirement to pass on significant fees to members unless the AoA provide otherwise.

• Best Practices:
  Many companies choose to provide access to these records without charge as a part of good governance and transparency. Even if minimal fees are charged, they should be reasonable and not deter members from exercising their statutory rights.

Conclusion:

If your company’s Articles of Association do not specify any fees for the inspection or copying of records and registers, you are not required to charge fees for these services. This approach aligns with the statutory intent to ensure that members can easily access important company documents.