Quorum of board meeting

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Neetu Gupta (Querist)
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05 February 2013 What should be the quorum of the board meeting of the private limited company if there are only 3 directors on the board and only 2 are present for a board meeting and nothing is mentioned in MOA/AOA regarding the quorum.

Thanks & Regards

Ajay Mishra

Ajay Mishra (Expert)
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05 February 2013 Hi

In terms of the provisions of section 287 of the Companies Act, 1956, the quorum for a Board meeting shall be one-third of its total strength of directors who are in office or two directors, whichever is higher. Any fraction arising in counting of one-third will be rounded off as one. For example, in a Board having seven directors, the quorum shall be three directors. It is also provided that where the interested directors exceed or equal two-thirds of the total strength, the number of remaining disinterested directors present at the meeting being not less than two shall be the quorum of that business of the meeting. This section also applies to a private company.
Section 287(2) lays down only minimum number to form a quorum; the company by its articles can provide for a higher number as quorum.

Ajay Mishra

Ajay Mishra (Expert)
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05 February 2013 In Your case quorum is complete.

It has been held that the required quorum should be present throughout the continuance of the Board meeting. [Bell v Royal Western India Turf Club Ltd. AIR 1946 Bom 88] If any director leave the meeting for some moment and rejoin the meeting, it is advisable to record his period of absence in the minutes of the Board meeting for reference.

Neetu Gupta

Neetu Gupta (Querist)
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05 February 2013 thank u now my i am clear but section 287 thanks a lot

Ajay Mishra

Ajay Mishra (Expert)
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05 February 2013 My pleasure..........

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