Quorum - Companies Act, 2013

Quorum is the minimum number of directors that is considered to be necessary to conduct a

Board meeting. Board meetings cannot be held without the requisite minimum quorum present. However, a Board meeting can have a higher quorum than the minimum requirement. A minimum quorum is one-third of the total strength of directors or 2 directors whichever is higher. A board meeting can take place only if the quorum is present and any decision taken in a Board meeting without the presence of a Quorum would be void. The Quorum includes the directors who are participating in the Board meeting through video conferencing or by other audiovisual means.

Quorum – While commencing the Meeting

If the requisite Quorum is not available at the start of a Board meeting, the meeting stands adjourned as provided in the 1 of the company. If the articles are silent, then the meeting automatically stands adjourned to the same day, same time in the upcoming week. If that day happens to be a national holiday, then it will be postponed to the next available date which is not a national holiday. National Holidays includes Republic Day, Gandhi Jayanthi, Independence day or any other day that has been specified as a public or national holiday by the Central Government.

Quorum – Disinterested Directors

The interested directors are not counted for the purpose of the quorum for a Board Meeting. The quorum of disinterested directors is required for each business transacted at the Board meeting unless the articles provide for a higher quorum. Discussions or meetings would not be convened without the participation of Quorum of disinterested directors.

Quorum - Exception

No Board meeting could take place without a quorum. However, due to circumstances beyond the control of the company or directors, the number of directors may be reduced below the minimum Quorum. The reason for reduction could be death, registration, removal, automatic vacancy or

disqualification of a director. If the number of directors is reduced, the only exception is that a single director can hold a Board Meeting either for increasing the number of directors to fix the minimum amount of quorum or summoning a general meeting for a company. A single director cannot hold a meeting for any purpose. This provision applies only if the number of directors is reduced to one. If there are only 2 continuing directors on the board, the condition of the Quorum is fulfilled and this exception will not be applicable.

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Frequently Asked Questions

Common questions about Quorum Requirements in the Companies Act 2013.

The minimum quorum required for a Board meeting is one-third of the total strength of directors or 2 directors, whichever is higher. This means that at least one-third of the total number of directors or a minimum of two directors must be present for the meeting to be valid.

No, a Board meeting cannot take place without the required quorum. Any decision taken in a Board meeting without the presence of a quorum would be considered void or invalid.

Yes, directors participating in the Board meeting through video conferencing or other audiovisual means are included in the quorum count.

If the requisite quorum is not available at the start of a Board meeting, the meeting stands adjourned as per the provisions in the company's Articles of Association. If the Articles are silent on this matter, the meeting automatically stands adjourned to the same day and time in the upcoming week, unless that day is a national holiday, in which case it will be postponed to the next available date.

No, interested directors (those with a personal interest in the matter being discussed) are not counted for the purpose of the quorum for that particular business transaction or decision.

The only exception to the quorum requirement is when the number of directors is reduced to one due to circumstances beyond the company's control, such as death, resignation, removal, or disqualification of directors. In this case, a single director can hold a Board meeting for the purpose of either increasing the number of directors to meet the quorum or summoning a general meeting for the company.

No, a single director cannot hold a Board meeting for any purpose other than increasing the number of directors to meet the quorum or summoning a general meeting for the company.

No, the exception is not applicable if there are two continuing directors on the Board. In this case, the condition of the quorum is fulfilled, and the exception does not apply.

The purpose of the quorum requirement is to ensure that important decisions are not taken by a single director or a small group of directors without the participation and approval of a significant number of directors, representing the collective wisdom and oversight of the Board.

Yes, the article mentions that Republic Day, Gandhi Jayanti, Independence Day, or any other day specified as a public or national holiday by the Central Government are considered national holidays for the purpose of adjourning a Board meeting due to lack of quorum.