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Circular Resolution

Venu Gopal (Chief Manager - Secretarial & Legal) (301 Points)

02 December 2010

One of the listed companies is considering to change its name and for this purpose wants to opt for the Postal Ballot route for securing the approval of the members in respect of the Special Resolution to be passed in this regard. My query is that whether the Board approval for this purpose can be accorded through a circular resolution instead of at a formally convened Board Meeting. Section 192(2A) and the Postal Ballot Rules do not provide for passing of a resolution at a formally convened Board Meeting. Whereas, the clarification given vide File No. 1/15/2000-Cl.V, dated. 24.7.2001 provides for passing of a resolution "in the Board Meeting". I would like to know your views on the above.

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7 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 02 December 2010

Procedure given in section 192A and postal ballot rules is for the approval of shareholders instead of a general meeting.

For passing board resolution by circulation refer the procedure given in section 289.

Also check the link below:

PASSING OF RESOLUTION BY CIRCULATION U/S 289 OF THE CO. ACT, 1956

Regards

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Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 03 December 2010

Approval of the Board can be accorded through Circular Resolution for change of name of the company.

Shridhi Jain (Company Secretary) (1678 Points)
Replied 03 December 2010

But I think Circular resolution is passed in case of emergency. While the name change of a company is a big issue and it has to be pre-planned n pre-decided. So is it ok to pass Circular resolution?

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 03 December 2010

Originally posted by : Shridhi Jain
	But I think Circular resolution is passed in case of emergency. While the name change of a company is a big issue and it has to be pre-planned n pre-decided. So is it ok to pass Circular resolution?

Hi,

No there is no restriction as such like emergency etc...It is freely allowed...

Thanx

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Venu Gopal (Chief Manager - Secretarial & Legal) (301 Points)
Replied 03 December 2010

Thanx Ankur G,

But the point is can we go ahead with the change of name of the company by bcircular resolution instead of convening the formal Board Meeting.

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Krunal S Shah (Company Secretary) (21 Points)
Replied 05 May 2012

1.My company wants to pass circular resolution for approval of audited accounts on 1st May, 2012 (back date) as today is 7th, May 2012. Can a Company can pass circular resolution back date.

2. Wether a company can get the audited accounts appoved by circulation. and if approved by circulation then how accounts will be signed by directors.

Kindly clarify my doubts

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 05 May 2012

A company can get the audited accounts appoved by circulation by following section 289.

However back dated Circular resolution is not possible in your case considering the compliance of section 289. You have to circulate the same in draft well in advance together with necessary papers (balance sheet in your case) to all the directors.