04 February 2011
A Private Company limites by shares has 2 directors , 1 is in uk and the other in india , will a circular resolution be valid to fullfil the statutory requirement of holding a board meeting for every quarter.
The provisions pertaining to Circular Resolution have been inserted vide section 289 of the Companies Act, 1956 so as to enable the Company to transact any urgent business, in case circumstances are such that it is not possible to convene a Board Meeting of the Company or any such urgent business is to be transacted between any two Board Meetings. The resolutions passed by circular resolution has to be taken note of at the next Board Meeting of the Company.
As regards your query, you will have to convene atleast one Board Meeting once in every 3 months and at least 4 BM must be held in a financial year.
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