P Ltd. is a listed company having 10 directors but only 9 were present in a particular board meeting. What would be the quorum required for the board meeting ? The number of interested directors in respect of an agenda i

As per Secretarial Standard 1 (SS-1) on Meetings of the board of directors, the quorum for board meeting shall be one-third of the total strength of the board or two directors, whichever is higher. Any fraction contained in the above one-third shall be rounded off to the next one. Directors participating through electronic mode in a meeting shall be counted for the purpose of quorum, unless they are to be excluded for any items of business under the provisions of the Companies Act, 2013 or any other law. In the instant case, P Ltd. has 10 directors. Therefore, the quorum for its board meeting would be 4 (1/3rd of 10 = 3.33, rounded off to 4). As 9 directors are present, the requisite quorum is fulfilled. If the number of interested directors exceeds or is equal to two-thirds of the total strength, the remaining directors present at the meeting, being not less than two, shall be the quorum during such item. In a board meeting, where 7 out of 9 directors present are interested in an agenda item, two-thirds of the total strength will be 7 (2/3rd of 10 = 6.67, rounded off to 7). Hence, number of interested directors is equal to 2/3rd of total strength and the required quorum will be the number of directors who are not interested and present at the meeting, i.e. 9 - 7 = 2 directors.