Circular resolutions

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

05 August 2011 Dear All,

We are planning to authrise our Director to purchase and sell a property on behalf of the Company. Should we pass a Circular Resolution for authorising him.

Please let us know which resolutions we can not pass through Circular Resolution ?

CS Richa Sharma

CS Richa Sharma (Expert)
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05 August 2011 All matter other than those which require shareholders' approval as contemplated in section 293 and other sections and matters which require approval of the Central Government, or the Company Law Board or Regional Director can be passed by the directors or committee of directors by circular resolution.

Ashish Gaggar

Ashish Gaggar (Expert)
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27 February 2012 Those matters which, by the provisions of the Act, are required to be decided at meetings of the Board cannot be decided by circular resolutions. These matters are as follows:

(1) To fill a casual vacancy occurred in the Board [section 262(1)].
(2) Power to make calls on shareholders in respect of money unpaid on shares. [section 292(1)(a)].
(3) To authorise buy-back of securities upto ten percent of the total paid-up equity capital and free reserves [section 292(1)(aa)].
(4) Power to issue debentures [section 292(1)(b)].
(5) Power to borrow moneys otherwise than on debentures [section 292(1)(c)].
(6) Power to invest the funds of the company [section 292(1)(d)].
(7) Power to make loans [section 292 (1)(e)].
(8) Power to delegate to any committee of directors, managing director, manager or any other principal officer of the company or in the case of branch office of the company, a principal officer of the branch office, the powers specified in clauses (c), (d) and (e) of sub-section (1) of section 292 [proviso to section 292(1).
(9) Decision to make any political contribution [section 293A(2), proviso].
(10) Disclosure of interest by a director who is in any way directly or indirectly concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into on behalf of the company [section 299(1)].
(11) To give general notice of interest specifying firms or bodies corporate in which the director may be deemed to be concerned or interested [section 299(3)(c)].
(12) To accord consent to a contract in which a director or other specified persons are interested [section 297(4)].
(13) To give a notice of disclosure of interest by a deemed director under section 307 [section 308(2)].
(14) In the case of a public company or a private company, if it is a subsidiary of a public company, to appoint a person as a managing director, if he is already a managing director or manager of any other company, by an unanimous resolution [section 316(2)].
(15) To invest in the shares of any other body corporate within the limits specified in sub-section (2) of section 372 [section 372(5)].
(16) In the case of a public company or a private company, if it is a subsidiary of a public company, to appoint a person as a manager, if he is already a manager or managing director of any other company, by an unanimous resolution [section 386(2)].
(17) To make a declaration of solvency where it is proposed to wind up the company voluntarily [section 488(1)].

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