The Board of Directors of MCM Ltd. has appointed M/s Famine Supply Ltd. as contractor to supply the meal packages to its workers of the Steel Plant, through resolution passed by circulation. The accent of Directors was r

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2017
The Board of Directors of MCM Ltd. has appointed M/s Famine Supply Ltd. as contractor to supply the meal packages to its workers of the Steel Plant, through resolution passed by circulation. The accent of Directors was received within 3 days except Shri S. S. Singh, the non-executive Director. He has given some observations on this appointment. Being a Company Secretary, what would you do to record this resolution?

Answer & Explanation:

As per Section 175 of the Companies Act, 2013 read with para 6.4 and 7.2 of Secretarial Standard-1, the following procedure shall be followed to record the Resolution: The resolutions passed by circulation shall be noted at the next Board meeting and the text thereof with dissent or abstention, if any, shall be recorded in the minutes of such Meeting including the fact that the Interest Director, if any did not vote on the resolution. Also as per sub para (k) of para 7.2.2.1, contents of minutes shall also include the views of Directors, particularly, the Independent Director, if specifically insisted upon by such director, provided these, in the opinion of the chairman, are not defamatory of any person, not irrelevant or immaterial to the proceedings or not detrimental to the interest of the company.

Topics: Corporate Governance

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