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

Further SS-1, requires that each business proposed to be passed by way of resolution by circulation shall be explained by a note setting out details of the proposal, relevant material facts that enable the directors to understand the meaning, scope and implications of the proposal, the nature of concern of interest, if any, of any director in the proposal, which the director had earlier disclosed and the draft of the resolution proposed. All the directors should be sent with the draft resolution, otherwise the resolution will become invalid.