Board meetings - Quorum ‑ What will be quorum in a case where all the directors are interested - Companies Law - Letter : No. 8/16(1)/61‑PR,

Letter : No. 8/16(1)/61 ‑ PR, dated 9 ‑ 5 ‑ 1961. Subject:- Board meetings - Quorum ‑ What will be quorum in a case where all the directors are interested Query : Interested directors will not be taken into consideration for the quorum of the board meeting as per provisions of section 287. But where at any time the number of interested directors exceeds or is equal to two- thirds of the total strength of the number of remaining directors, the number of uninterested directors shall be quorum. In a contingency where all the directors are interested (or more than two‑thirds of them) in a contract can any one of them sign a contract or for the affixation of common seal of the company? What is the remedy in such a contingency? Answer : The remedy in such cases seems to increase the strength of the board of directors by appointing disinterested directors or to co‑opt or appoint additional directors if so authorised by the articles who are not interested in the said contract. If this is not found practicable, it would be desirable to place the proposed contract before the general meeting for consent.