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Board Meeting by Circulation

Srikanth (Manager - Accounts) (74 Points)

24 July 2010

Can anyone of you please explain what is board meeting by circulation.

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 24 July 2010

Dear Srikant,

The term is Resolution by circulation and not the meeting by circulation.

Resolution by circulation is the process which is adopted by the Company when the meeting of the Board is not possible or not expedient, then the Company circulate the resolution to all the members of the Board and the Members give their consent by way of signing on the resolution and send it back to the company. This process is called resolution by circulation. This resolution is required to be noted by the Board in its next meeting.

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vivek (CS) (751 Points)
Replied 24 July 2010

In addittion to Ankur Sir's reply, i am attaching herewith SS-7 this will give you complte overview about Resolution by Circulation and Ideal practice to be followed.

Regards,

Attached File : 19 ss 7 resolution by circulation.pdf downloaded: 733 times

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palak (cs) (385 Points)
Replied 25 July 2010

No ‘resolution by circulation’ can be passed if the no. of Directors then present in India is less than the no. which is necessary to form the quorum had there been a meeting of the Board. Similarly, no ‘resolution by circulation’ can be passed by a Committee of Directors if at the relevant time the number of Directors present in India out of the total number of Directors forming the committee is less than the quorum fixed for the committee.
Since passing a resolution by circulation does not involve any meeting, neither any notice nor any agenda showing the items of the business is necessary. However, Section 289 requires that while sending the draft of the resolution necessary papers are also sent therewith. “Necessary Papers” would refer to those papers or documents which would explain the purpose of the resolution as also the urgency for passing the same by circulation.

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Mishu (CA) (95 Points)
Replied 12 July 2011

Hi everyone,

Managing director of a listed company has received a notice from its company secreatary stating that "approval for transfer of 200 equity shares" is required through circulation.

transfer and transmission matters are dealt in the share transfer & investor grievance committee.

the reason which CS gave for approval by circulation is that "there is only one case of transfer, so inspite of conducting commitee meeting, approval by circulation is required."

all the directors agreed to this except 2 directors including one MD.

so please let me know is there any provision in companies act or listing agreement or any other law governing listed companies which talks about such approval by circulation.

Please advice. its urgent

Thanks

Meeshu Jain

Company Secretary

Soumyabrata (Company Secretary) (137 Points)
Replied 04 May 2012

Is it required that the resolution by circulation shall be approved by majority of directors? approval by that number of directors which constitue the quorum will be sufficient? Even though all the directors were present in India, yet the resolution has been circulated.