Buma Ltd. has some urgent items which could not be concluded in the Board meeting. The Board decides to pass the said items by way of resolution by circulation. As the Company Secretary, advise the company about the step

The items which could not be concluded and decided at the board meeting and if it cannot be deferred till the next meeting may be passed by circulation, provided they do not include such items as are required to be passed only at the board meeting by virtue of section 179(3) of the Companies Act, 2013. As per Section 175 of the Companies Act, 2013, No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or members of the committee, as the case may be, at their addresses registered with the company in India by hand delivery or by post or by courier, or through such electronic means as may be prescribed and has been approved by a majority of the directors or members, who are entitled to vote on the resolution: Provided that, where not less than one-third of the total number of directors of the company for the time being require that any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board. A resolution under sub-section (1) shall be noted at a subsequent meeting of the Board or the committee thereof, as the case may be, and made part of the minutes of such meeting. The Standard-6 (Passing of Resolution by circulation) of SS-1 (Meeting of the Board of Director) shall be applicable.