Question
A Board of Directors meeting is held in a company with 9
directors. The question arises about the minimum number of directors that must be present for the meeting to be valid. Under which section of the Companies Act, 2013 is the quorum for Board meetings prescribed?Solution
Section 174 of the Companies Act, 2013 deals with "Quorum for Meetings of the Board". Sub-section (1) states: "The quorum for a meeting of the Board of Directors of a company shall be one-third of its total strength or two directors, whichever is higher, and the participation of the directors by video conferencing or by other audio-visual means shall also be counted for the purposes of quorum under this sub-section." In the example of 9 directors, one-third would be 3 directors. Since 3 is higher than 2, the quorum would be 3 directors. Section 172 addresses appointment of directors, Section 173 addresses directors' disqualification, Sections 175-176 address directors' identification numbers, but Section 174 specifically prescribes board quorum.
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