At present there are 9 directors, out of which office of the 2 directors have fallen vacant, what is the minimum number of directors that are required to form a valid quorum for a board meeting as per the guidelines of S

As per para 3.4.1 of SS1 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. Any fraction contained in the one-third being rounded off as one. In the present case, the total number of directors is 9, out of which, office of the 2 directors have fallen vacant. The total strength of the board of directors at present comes to 7. Therefore quorum will be higher of the following two alternatives. 1/3 of 7 directors = 2.33, rounded off 3 directors; or 2 directors, whichever is higher. Therefore 3 directors are required to form a valid quorum for a board meeting in the present circumstances.