Section 174 — Quorum for meetings of Board

(1) The quorum for a meeting of the Board of Directors of a
company hall be one-third of its total strength or two directors, which ever 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.
(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 director s and present at
the meeting, being not less than two, shall be the quorum during such time.

1. The proviso ins. by Act 1 of 2018, s. 56 (w.e.f. 7-5-2018).

Explanation.—For the purposes of this sub -section, “interested director” means a director within the
meaning of sub-section (2) of section 184.
(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.