You have been appointed as a Company Secretary of a Company. What would you ensure to comply with the provisions of Companies Act, 2013 regarding Quorum for Board Meeting ? Narrate the Decision Making Process at Board as

Quorum for a Board Meeting As per section 174 of the Companies Act, 2013 and as per Secretarial Standard on Meetings of the Board of Directors (SS-1) provides that one third of total strength or two directors, whichever is higher, shall be the quorum for a meeting. If due to resignations or removal of director(s), the number of directors of the company is reduced below the quorum as fixed by the Articles of Association of the company, then, the continuing Directors may act for the purpose of increasing the number of Directors to that required for the quorum or for summoning a general meeting of the Company. It shall not act for any other purpose. For the purpose of determining the quorum, the participation by a director through Video Conferencing or other audio visual means shall also be counted. If 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 and present at the meeting, being not less than two shall be the quorum during such time. The meeting shall be adjourned due to want of quorum, unless the articles provide shall be held to the same day at the same time and place in the next week or if the day is National Holiday, the next working day at the same time and place. Decision making process at the Board Meeting The Chairman and/or Managing Director should explain the proposal put up before the Board, the background and the expectation of the proposal in the short as well as the long-term to contribute to the growth of the company. If needed, a presentation may be made by the executive concerned for easing the considerations and discussions of the Board as they tend to highlight the key elements within the written data. The criticality and viability of the proposal should be explained and their views should be elicited from all angles. The Board could then deliberate all these issues and come to a decision.