1. Statutory Quorum Requirement

• As per Section 174(1) of the Companies Act, 2013, the quorum for a board meeting is the higher of:
  
  • One-third of the total number of directors, or
    
  • Two directors (whichever is higher).
    
• The quorum must be present throughout the meeting, not just at the beginning.
  
• If the number of directors is reduced below the quorum, the remaining directors can only act to increase the number of directors or call a general meeting.
  

2. Total Number of Directors Counted

• The “total number of directors” excludes vacant positions but includes directors whose places are not yet filled.
  
• Interested directors (those with a conflict of interest in a particular agenda item) are excluded from the quorum for that specific resolution.
  
• In such cases, the quorum is calculated based on non-interested directors.
  
• If the number of disinterested directors is less than two, the matter must be referred to the general meeting of shareholders.
  

3. Participation Through Electronic Mode

• Directors may attend board meetings in person or via video conferencing or other electronic means permitted under the law.
  
• Participation through digital means counts towards quorum, provided the system ensures two-way communication and is compliant with prescribed rules.
  
• The company must maintain records and proof of attendance for all participating directors.
  

4. First Meeting and Ongoing Compliance

• The first board meeting after incorporation must also comply with the quorum requirement.
  
• Quorum is needed for every meeting, regardless of the number of resolutions or agenda items.
  
• Meetings held without a valid quorum are invalid, and decisions made during such meetings can be legally challenged.
  

5. Adjournment in Case of Inadequate Quorum

• If a quorum is not present within 30 minutes of the scheduled time, the meeting is automatically adjourned.
  
• The adjourned meeting is typically held at the same place and time on the same day in the following week, unless the Articles of Association state otherwise.
  
• No further notice is required for the adjourned meeting unless otherwise decided.