Analyse if the quorum was present in the board meeting held on 31st August, 2025. Will your answer be different if the articles stipulated a quorum of six directors?

Section 174 of the Companies Act, 2013, provides that quorum for a meeting of board of directors of a company shall be one - third of its total strength or two directors, whichever is higher. For purposes of this section Any fraction of a number shall be rounded off as one; Total strength shall not include directors whose places are vacant. In the instant case, out of 10 directors, 4 including 2 alternate directors attended the board meeting held on 31/08/2025. Required quorum = 1/3rd of 10 = 3.33 rounded off to 4. Alternate directors shall be counted in quorum as they are holding office of original director. Thus, presence of 4 directors (including 2 alternate) in the board meeting held on 31/08/2025 shall be counted as quorum. So, quorum was present in the meeting in this case. If the Articles prescribe for a higher limit of quorum than the higher number will have to be complied with. The Act specifically mentions in section 174(1) of the Companies Act, 2013 that the quorum for a meeting of the board of directors of a company shall be one-third of its total strength or two whichever is higher. However, the Act does not provide cap on a higher number of quorum and similar views have been expressed in Secretarial Standard-1 in terms of section 118(10) of the Companies Act, 2013 and various judicial rulings. Hence, if the articles provide for 6 directors as quorum the meeting held on 31/08/2025 is invalid as it was attended only by 4 directors.