[Notification Date: 26.03.2014; Effective from: 01.04.2014]

Section 174- Quorum for meetings of Board. [Corresponds to Section 287, 288 of the Companies Act, 1956]

(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.

(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.

For Section 8 Company, the words "one-third of its total strength or two directors, whichever is higher", shall be substituted by the words "either eight members or twenty five per cent, of its total strength whichever is less" for Section 8 company - Notification F. No. 1 /2/2014-CL.I dated 05.06.2015

The following proviso shall be applicable only for Section 8 company- Notification F. No. 1 /2/2014-CL.I dated 05.06.2015.

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

(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.

[Sub-section (3) shall apply to  the unlisted public company which is licensed to operate by the Reserve Bank of India or the Securities and Exchange Board of  India or the Insurance Regulatory and Development Authority of India from the International Financial Services Centre located in an approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 (28 of 2005) read with the Special Economic Zones Rules, 2006  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- Notification G.S.R. 08(E) dated 04.01.2017].

(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.

Section 287 Quorum for meetings

(1) In this section

(a)"total strength" means the total strength of the Board of directors of a company as determined in pursuance of this Act, after deducing there form the number of the directors, if any, whose places may be vacant at the time; and

(b)"interested director" means many director whose presence cannot, by reason of section 300, count for the purpose of forming a quorum at a meeting of the Board , at the time of the discussion or vote on any matter.

(2) The quorum for a meeting of the Board of directors of a company shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one), or two directors, whichever is higher:

Provided that where at any time the number of interested directors exceeds or is equal to two-thirds of the total strength, the number of the remaining directors, that is to say, the number of the directors who are not interested, present at the meeting being not less than two, shall be the quorum during such time.