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Resolution by circulation

Ashwin (Information Seeker) (155 Points)

16 July 2013

Dear All,

Please brief me can we pass the resolution by circulation for extending the date of AGM of the company.

Regards

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Mohammed Yasar (Practicing Company Secretary) (119 Points)
Replied 17 July 2013

Matters which require sanction at Board Meetings, and not by circulation

There are certain matters in reference to which the provisions of the act would require a resolution at an actual Board Meeting and not one by circulation. They are as follows:

S. No.	Provision/Section	Matter
1.	Section-262	Filling a casual vacancy in the Board
2.	Section-292	The power to: (i) make calls on shareholders; (ii) issue debentures; (iii) borrow moneys otherwise than on debentures; (iv) invest the company’s funds; (v) make loans;
3.	Section-297	Board’s sanction for certain contracts in which particular directors are interested;
4.	Section-299	Disclosure to the Board of a director’s interest in a transaction of the company;
5.	Section-308	Disclosure to the Board of a director’s shareholding
6.	Section-316 & 386	Approval to the appointment of a person as Managing Director or manager in more than one company;
7.	Section-372A	Sanction for inter-corporate loan, investment or giving of guarantees or providing security.