Write notes on the following : (i) Secretarial standard on passing of resolution by circulation

Resolutions passed by circulation are deemed to be passed at a duly convened meeting of the Board and have equal authority. Provisions of Secretarial Standard on passing of resolution by circulation The Chairman of the Board or in his absence, the Managing Director or in his absence, the Wholetime Director and where there is none, 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. Procedure A Resolution proposed to be passed by circulation shall be sent in draft, together with the necessary papers, individually to all the Directors including Interested Directors on the same day by hand, or by speed post or by registered post or by courier, or by e-mail or by any other recognized electronic means. Approval The Resolution is passed when it is approved by a majority of the Directors entitled to vote on the Resolution, unless not less than one-third of the total number of Directors for the time being requires the Resolution under circulation to be decided at a Meeting. Recording Resolutions passed by circulation shall be noted at the next Meeting of the Board and the text thereof with dissent or abstention, if any, shall be recorded in the Minutes of such Meeting. Validity Passing of Resolution by circulation shall be considered valid as if it had been passed at a duly convened Meeting of the Board.