When an urgent resolution by circulation can be initiated ?

CS Professional · Drafting, Pleadings and Appearances · PYQS · December 2019
When an urgent resolution by circulation can be initiated ?

Answer & Explanation:

The Companies Act, 2013 requires certain business to be approved only at Meetings of the Board. However, other business that requires urgent decisions can be approved by means of Resolutions passed by circulation. Resolutions passed by circulation are deemed to be passed at a duly convened Meeting of the Board and have equal authority. As per the secretarial standard 1 on 'Meetings of the Board of Directors': 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 at a Meeting of the Board. Interested Directors shall not be excluded for the purpose of determining the above one-third of the total number of Directors. Secretarial Standard 1 on 'Meetings of the Board of Directors' lists certain items of business which shall not be passed by circulation and shall be placed before the Board at its Meeting.

Topics: Board Meetings

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