Quorum at the time of transacting the business

Quorum need not be present throughout the Board meeting.
The transactions at a Board meeting, the notice of which was not sent to one
of the Directors.
(a)Section 287 of the Companies Act, 1956 provides that quorum for a meeting of the Board of Directors shall be 1/3rd of its total strength or two Directors, whichever is higher.
‘Total strength’ means the total strength as determined in pursuance of the Act, after deducting therefrom the number of the Directors, if any, whose places may be vacant at the time. It further provides that where the number of interested Directors exceeds or is equal to 2!3rds of the total strength, the number of the remaining Directors, who are not interested being not less than two, shall be the quorum during that time.
In the Board meeting, no business can be transacted unless a quorum is present at the time of transacting the business. Even if a quorum was present when the meeting began, a resolution, passed after the quorum ceased to be there, is invalid. It is required to be present throughout the meeting.
However, if the Articles of Association of a company contain an article on the lines of Regulation 75 of Table A, as given below, the acts of the Board shall be valid for certain purposes although the members present were less than the specified minimum.
“Regulation 75. The continuing Directors may act notwithstanding any vacan .
cy 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 may act for the purpose of increasing the number of Directors to that fixed for the quorum, or for summoning a general meeting but for no other purpose.”
(M As per Section 286 of the Companies Act, 1956 notice of every meeting of the
Board of Directors of a company shall be given in writing to all the Directors
for the time being in India. If notice of the meeting is not given to one of the
Directors, meeting of the Board of Directors is invalid and the resolution
passed at such meeting is inoperative. In Parmeshwari Pd. Gupta Vs. Union of
India (1974), the Supreme Court held that notice to all directors was essential
for the validity of any resolution passed at the meeting. Where, however,
notice is not given as required but all the Directors attend the meeting and do
not object to the absence of notice, the proceedings of the meeting will not be
invalid.