The Companies Act, 1956
287. Quorum for meetings
(1) In this section-
(a) “total strength” means the total strength of the Board of directors of a company as determined in pursuance of this Act, after deducting there from the number of the directors, if any, whose places may be vacant at the time; and
(b) “Interested director” means any director whose presence cannot, by reason of section 300, count for the purpose of forming a quorum at a meeting of the Board, at the time of the discussion or vote on any matter.
(2) The quorum for a meeting of the Board of directors of a company shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one), or two directors, whichever is higher :
Provided that where at any time the number of interested directors exceeds or is equal to two-thirds of the total strength, the number of the remaining directors, that is to say, the number of the directors who are not interested 1[present at the meeting being not less than two], shall be the quorum during such time.
1. Inserted by Act 65 of 1960, sec. 97 (w.e.f. 28-12-1960).