Chapter XII - Meetings of Board and Its Powers
Section 174
Section 174: quorum for meetings of the Board
The quorum for a Board meeting is one-third of the Board’s total strength or two directors, whichever is higher. Directors attending by video conferencing or other audio visual means count towards it.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) The quorum for a meeting of the Board of Directors of a company shall be one-third of its total strength or two directors, whichever 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 directors and present at the meeting, being not less than two, shall be the quorum during such time.
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.
Introduction
Section 174 decides whether a Board meeting can validly transact business. It covers the basic quorum, what continuing directors may do when vacancies take the Board below quorum, a special quorum when interested directors dominate, and automatic adjournment.
The Explanation rounds any fraction up to one and excludes vacant places from “total strength”. Under the proviso to section 173(5), section 174 does not apply to a One Person Company that has only one director.
Key takeaways
Basic quorum
One-third of total strength or two directors, whichever is higher; fractions count as one.
Below quorum
Continuing directors may act only to bring the Board up to quorum or to summon a general meeting.
Interested directors
If interested directors are two-thirds or more of total strength, the quorum is the non-interested directors present, being at least two.
Work out the quorum
Count the directors in office; vacant places are excluded from total strength. Take one-third of that number, round any fraction up to one, and compare it with two. The higher figure is the quorum. Directors participating by video conferencing or other audio visual means are counted.
When vacancies reduce the Board below quorum
Under sub-section (2), the continuing directors may act despite a vacancy. Once their number is below the quorum fixed by the Act, the continuing directors or director may act only to increase the number of directors to the quorum or to summon a general meeting of the company, and for no other purpose.
Interested-director quorum
Where interested directors equal or exceed two-thirds of total strength, the quorum during that time is the number of directors who are not interested and are present at the meeting, being not less than two. An “interested director” is a director within the meaning of section 184(2), so check each director’s disclosures for the agenda item.
If the meeting fails for want of quorum
Unless the articles provide otherwise, the meeting automatically stands adjourned to the same day in the next week at the same time and place. If that day is a national holiday, it moves to the next succeeding day that is not a national holiday, at the same time and place.
Practical preparation
Record directors in office and vacancies; compute one-third rounded up and compare with two; mark video-conference attendees; identify interested directors for each item; minute the quorum; apply the articles or the statutory adjournment rule if quorum is not present.
Practical checklist
Do
- Recalculate the quorum whenever a director joins, resigns or vacates office.
- Check section 184(2) interests item by item before relying on the ordinary quorum.
- Read the articles for any different adjournment rule.
Avoid
- Do not count vacant places in total strength.
- Do not let continuing directors below quorum transact ordinary business.
Illustrative example
Hypothetical: vacancies and an interested majority
A company’s Board has six seats, of which one is vacant. Four of the five directors are interested in a proposed contract.
Total strength
Five directors are in office; the vacant seat is excluded.
Ordinary quorum
One-third of five is 1.67, which rounds to two. Two is the quorum for other business.
Interested item
Four of five is more than two-thirds, so the quorum for that time is the non-interested directors present, being not less than two. Only one director is not interested.
Outcome
- The contract item cannot be transacted at that meeting, because the sub-section (3) quorum needs at least two non-interested directors present.
Glossary
- Total strength
- The number of directors on the Board, excluding places that are vacant.
- Interested director
- A director within the meaning of section 184(2), as the Explanation to sub-section (3) provides.
Frequently asked questions
What is the quorum for a Board of seven directors?
One-third of seven is 2.33; the fraction rounds off as one, giving three. Three is higher than two, so the quorum is three.
Do directors on video conference count?
Yes. Sub-section (1) counts participation by video conferencing or other audio visual means for quorum.
What happens if quorum is not present?
Unless the articles provide otherwise, the meeting stands adjourned to the same day next week at the same time and place, or the next day that is not a national holiday.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026