Resolution which cannot be passed by circulation




















Mode of sending: By hand delivery; By registered post at the address registered with Company; By Speed post By courier at the address registered with Company or By email at their mail ids registered with the Company Passing of Resolution The resolution shall be deemed to be passed if approved by majority of the directors entitled to vote on the resolution.

Entry in Minutes The resolution which is passed by circulation shall be taken note in the subsequent meeting of the Board or Committee, as the case may be, and shall form the part of minutes of such subsequent 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 Each business proposed to be passed by way of Resolution by circulation shall be explained by a note setting out the details of the proposal, relevant material facts that enable the Directors to understand the meaning, scope and implications of the proposal, the nature of concern or interest, if any, of any Director in the proposal, which the Director had earlier disclosed and the draft of the Resolution proposed.

Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material Non-compliance of any regulatory, statutory or listing requirements and shareholder services such as non-payment of dividend, delay in share transfer etc. A brief note containing the details of the proposal is as under: None of the Director is in any way concerned or interested in this resolution.

The Board is requested to consider and pass the following resolution by Circulation: Item No. In case of where not less than one-third of the total number of present Directors of the Company require that this resolution under circulation must be decided at a duly convened meeting, this resolution shall be placed before the next meeting of the Board for their approval.

If your require this resolution to be decided at a duly convened meeting, pls intimate us within 7 days of receipt of this notice. In case of Hand deliver or by post or courier, the same shall be delivered to their address registered with the Company in India.

In case of electronic mode delivery, the same shall be sent to the e-mail ID as provided and updated by the Directors with the Company as the case may be. Resolutions and items of business should not be passed through circular resolution, where the Act and applicable rules expressly provide that such items of business should be transacted only at duly convened Board Meeting.

Circular Resolution can be passed by the Board or Committee Resolution shall be considered as approval only after acceptance of Resolution by Majority of Director and resolution passed by circulation are deemed to be passed at a duly convened Meeting of the Board and have equal authority. FAQ 1. Yes 3. Tags: Companies Act , Companies Act Name : Corpcompliance. Member Since : 11 May Total Posts : Issue of shares to outsiders through Right Issue.

Appointment of Managing Director under Company Law. Mandatory Compliances irrespective of limits for Public Company. Mandatory Compliances irrespective of limits for Private Company.

View More Published Posts. Why do we need board minutes? Board minutes are needed for both legal and practical reasons. Under the Companies Act , every company is required to take minutes of all proceedings of its directors, which must then be retained for 10 years from the date of the meeting.

Which item Cannot be passed by way of circulation? Which resolution must be passed to make a valid call? Can a special resolution be passed by circulation resolution? Generally, important matters are discussed at the meetings of Board of Directors and accordingly resolutions are passed. A resolution by circulation is passed when such approval is urgent in nature and cannot be kept on hold for passing such resolution in the ensuing Board meeting.

Sometimes such matters are discussed in the earlier Board meetings but a resolution to that effect is not passed. Such decisions may include extension of lease agreement, opening bank account, changing signatories of the bank account, appointing consultants, etc. The passing of circular resolution and maintenance of corporate secretarial documents in relation to the resolution is important from the perspective of secretarial audit process, statutory audit process, internal audit process and issuance of certificate by practising Company Secretary under Section 92 2 of the Act.

He can be reached at gp csgauravpingle. Is there any restriction on the passing number of resolutions passes by circulation before holding a Board Meeting? I regularly read blog related to Compliance and it really helps. Keep it up.



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