Q.State the quorum required for a Board Meeting under the Companies Act, 2013.

For any decision taken at a Board Meeting to be valid, a minimum number of directors must actually be present, so that no single director can push through business alone. …

Section 174 of the Companies Act, 2013 fixes the quorum needed for a Board Meeting to validly transact business. The quorum is one-third of the total strength of the Board, or two directors, whichever figure is higher.

This "whichever is higher" formulation matters because it sets a floor: even in a very small company with, say, only 3 directors on its Board, one-third would work out to just 1 director, but the rule guarantees the quorum can never fall below 2 directors — ensuring that Board decisions are never taken by a single person acting alone, however small the company. For a larger Board — say, 9 directors — one-third (which is 3) exceeds the floor of 2, so the quorum in that case would be 3 directors. …

Students sometimes state the quorum simply as "two directors" without the one-third comparison, missing that for larger Boards the one-th …