ABC Pvt. Ltd. is a Company having 175 shareholders and eight directors on its Board. The said Company has voluntarily proposed to adopt "Green initiative in Corporate Governance" that allows paperless compliance by compa

In terms of Section 17 of the Companies Act, 2013 the Quorum for a Meeting of the Board shall be one-third of the total strength of the Board, or two Directors, whichever is higher. Directors participating through Electronic Mode in a Meeting shall be counted for the purpose of Quorum, unless they are to be excluded for any items of business under the provisions of the Act or any other law. In the present case, the Company is a Private Limited Company and out of eight directors on the Board, two directors attended the meeting physically and one interested director attended through video conferencing after disclosing his interest. In other words, three director attended the meeting which satisfies 1/3 rd of the total strength. (1/3 of 8 = 2.66 or 3 directors). A Director shall neither be reckoned for Quorum nor shall be entitled to participate in respect of an item of business in which he is interested. However, in case of a private company, a Director shall be entitled to participate in respect of such item after disclosure of his interest pursuant to Section 184 of the Act, provided, it has not committed default in filing its financial statements under section 137 of the Act or Annual return under section 92 of the Act, with the Registrar of Companies. In other words, in the case of a Private Company, if a director is interested in a contract and has disclosed his interest, then, he is entitled to participate in respect of such item, and his presence would form part of the quorum. In view of the above, the Quorum is satisfied as per the above provision of law and the Board meeting can validly transact the businesses of the agenda.