Quorum for meetings of Board (Section 174 of the Companies Act, 2013) :
A quorum is the minimum number of qualified persons who must attend in order to transact business at a duly convened Board meeting. A meeting shall not be deemed to have been properly held unless the quorum was present at that meeting.
Section 174 of the Companies Act, 2013 came into force from 1st April, 2014 which provides for Quorum for meetings of Board. According to this section:
(i) The quorum for a Board Meeting shall be one-third of its total strength or two directors, whichever is higher.
(ii) The directors who participate by video conferencing or by other audio visual means shall also be counted for the purpose of determining the quorum at the meeting.
Further, the explanation as given in the Companies (Meetings of Board and its Powers) Rules, 2014 provides that the a director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under any provisions of the Act or the rules.
(iii) The continuing directors may 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.
(iv) Where at any time the number of interested directors exceeds or is equal to twothirds of the total strength of the Board of Directors, the quorum shall be the number of directors who are present at the meeting and not interested directors and are not be less than 2.
“Interested director” for the purposes of this sub section means a director within the meaning of section 184 (2). Under section 184(2) “interested director” means e very director of a company who is in any way, whether directly or indi rectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into—
(a) with a body corporate in which such director or such director in association with any other director, holds more than two per cent. shareholding of that body corporate, or is a promoter, manager, Chief Executive Officer of that body corporate; or
(b) with a firm or other entity in which, such director is a partner, owner or member, as the case may be, shall disclose the nature of his concern or interest at the meeting of the Board in which the contract or arrangement is discussed and shall not participate in such meeting:
However, where any director who is not so concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested or at the first meeting of the Board held after he becomes so concerned or interested.
This Sub section (2) of section 184 shall apply on private company with the exception that the interested director may participate in such meeting after disclosure of his interest.
(v) Meeting could not be held for want of quorum: 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.
Notes:
1. The provisions of section 174 are not applicable on One Person Company in which there is only one director on its Board of directors.
2. For the purpose of calculating quorum, any fraction of a number shall be rounded off as one
3. “Total strength” shall not include directors whose places are vacant .