minutes query

Hi !

Chairman is attending meeting in capacity of director only which means he is also one of the director of the Conmpany, hence his presence is also part of quoram itself. further If there are only two directors only if both are present it will be valid quorum .

According to Sec. 174(1) of the Companies Act  "Unless the articles of the company provide for a larger number, five members personally present in the case of public company (other than a public company which has become such by virtue of section 43A), and two members personally present in the case of any other company, shall be the quorum for a meeting of the company."

two directors including one of them as a chairman are sufficient enough to constitute quorum for a board meeting in your case.

Agree with all the learned members...There is no need to worry.

As per Section 287 sub section 2 of the Companies Act, 1956, the quorum for a meeting of the Board of Directors of a Company shall be 1/3 of the total strength, or two directors, whichever is higher.

Therefore, it implies that minimum number  of directors requried for conducting a valid meeting is 2. This figure includes the Chairman participating in a board meeting in a capacity of Director.

Regards,

Ratti Wahal

chairman is also counted for quorum and hence quorum is present

comapnies act says that all the members must be personally present to attend the meeting & to constitute the quorum.... proxy excluded for the purpose of quorum......

so if the all the members are physically present it is irrelevent that how many members are need to present as per the articles of company....

The Chairman is definetly counted for the quorum.