Quorum for meetings of Board

(1)

The quorum for a meeting of the Board of Directors of a company shall be one third of its total strength or two directors, whichever is higher, and the participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum under this sub-section.

Proviso

Provided that the quorum shall not be less than two members.

(2)

The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company and for no other purpose.

(3)

Where at any time the number of interested directors exceeds or is equal to two thirds of the total strength of the Board of Directors, the number of directors who are not interested directors and present at the meeting, being not less than two, shall be the quorum during such time.

Explanation

For the purposes of this sub-section, “interested director” means a director within the meaning of sub-section ( 2 ) of section 184.

(4)

Where a meeting of the Board could not be held for want of quorum, then, unless the articles of the company otherwise provide, the meeting shall automatically stand adjourned to the same day at the same time and place in the next week or if that day is a national holiday, till the next succeeding day, which is not a national holiday, at the same time and place.

Explanation

For the purposes of this section,—

(i)

any fraction of a number shall be rounded off as one;

(ii)

“total strength” shall not include directors whose places are vacant.

(5)

Articles means the articles of association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act

Notes, amendments & references (9)

In case of section 8 company “either eight members or twenty five per cent, of its total strength whichever is less” to be substituted, GSR 466(E) dated 05.06.2015.

(The exceptions, modifications and adaptations provided above shall be applicable only to those companies covered under section 8 of the said act which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)

To view the notification Click Here

Provided that the quorum shall not be less than two members. This proviso is inserted vide GSR 466(E) dated 05.06.2015 in context to section 8 companies.To view the notification Click Here

1. For IFSC Private and IFSC Public company, this clause shall apply with the exception that interested director may participate in such meeting provided the disclosure of his interest is made by the concerned director either prior or at the meeting vide GSR 8(E)and GSR 9(E) dated 04.01.2017. To view the notification Click Here

2. For Private Companies, this clause shall apply with exception that the interested director may also be counted towards quorum in such meeting after disclosure of his interest pursuant to section 184.

(The exceptions, modifications and adaptations provided above shall be applicable only to those Private Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar)

Inserted vide exemption notification to private companies dated 13th June, 2017. To view the notification, Click Here

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