The paid-up capital of Srishti Ltd is rupees ten crore. The Board consists of twelve directors. Out of twelve, three positions are vacant. A resolution for calling a general meeting urgently was sent by circulation for a

As per para 6.1.2 of Secretarial Standard on Board Meeting (SS-1), where not less than one-third of the total number of Directors for the time being require the Resolution under circulation to be decided at a Meeting, the Chairman shall put the resolution for consideration at a Meeting of the Board. "Total number of Directors" above means the "total strength of the Board" which does not include Directors whose places are vacant. Interested Directors shall not be excluded for the purpose of determining the above one-third of the total number of Directors. In the case under consideration, total number of directors is nine i.e., twelve less three. For the purpose of reckoning 1/3 rd stipulation as above, total number of directors be taken as 9 and not six (nine less three interested directors). Thus, if three directors (1/3 rd of 9 which may include interested directors) require resolution under circulation to be decided at a Meeting, the resolution by circulation should not be proceeded with.