A company has passed two resolutions by circulation with a majority of five directors where total strength of the board is of nine directors. Two directors required that such a resolution should be decided at the meeting

As per section 175 of the Companies Act, 2013 read with rule 5 of the Companies (Meetings of Board and its Powers) Rules, 2014, a company may pass the resolutions through circulation. The resolution in draft form together with the necessary papers may be circulated to all the directors or members of committee at their address registered with the company in India by hand or by speed post or by courier or through electronic means which may include e-mail or fax. The said resolution must be passed by majority of directors or members entitled to vote. If not less than one third of directors require that the resolution must be decided at the meeting, the chairperson shall put the resolution to be decided at the meeting. The claim of the two directors need not be considered. Only one-third of the total directors eligible to vote can alone require it.