Board meeting

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

26 December 2011 1.Consequences of not having quarterly Board Meeting Meeting for lack of Quorum... repetatidely
2. what is the quorum of adjourned board meetinfg and what happens if in that meeting also quorum is not present..

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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27 December 2011 1. The requirement of section 285 regarding a minimum number of Board meetings, shall not be deemed to have been contravened if a meeting of the Board which had been called, but could not be held for want of a quorum. In other words, once a meeting is called during a quarter of a year, that would be deemed to be the sufficient compliance of section 285 even if the meeting could not be actually held for want of quorum, but not for any other reason.

2. As per section 287(2), quorum for the Board meeting (including adjourned meeting)is 1/3rd of the total strength of the Board or two director whichever is higher. Any fraction should be rounded as one. You check the AOA of the Company. AOA can provide higher quorum. Section 287 only provides for a minimum quorum.

Holding of an initial meeting or an adjourned meeting without quorum as required u/s 287(2)attract penal provisions of Section 629A of the Act.

In adjourned meeting, if quorum is not present, you can pass the resolution by circulation among st the directors which is easier and practicable. Check Section 289 for the same.

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