Diwanji & Co., a listed company has thirteen Directors. Out of thirteen directors, ten directors have given their general consent, at the beginning of the financial year. i.e., in the month of April, to give Notes on

The Chairman of the Board or in his absence, the Managing Director or in their absence, any Director other than an Interested Director, shall decide, before the draft Resolution is circulated to all the Directors, whether the approval of the Board for a particular business shall be obtained by means of a Resolution by circulation. Where not less than one-third of the total number of Directors for the time being require the Resolution under circulation to be decided at a Meeting, the Chairman shall put the Resolution for consideration only at a Meeting of the Board. However, Interested Directors shall not be excluded for the purpose of determining the above one-third of the total number of Directors. In the present case, for the purpose of reckoning the 1/3rd number, the total number of Directors should be taken as 15 and not 11 (15-4 Interested Directors). Thus, if 5 Directors (1/3rd of 15), (which number may include Interested Directors), require the Resolution under circulation to be decided at a Meeting only, the Resolution by circulation should not be proceeded with. However, this does not mean that the Interested Directors shall be entitled to participate and vote when the said item of business is taken up at a Meeting of the Board.