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Resolution by circulation - in minutes book

Yogesh Shah (Managing Corporate Finance) (1051 Points)

13 February 2014

Hi Guys,

I have one query that how to record Resolution by Circulation (RBC) in Minutes Book?

We have received details of proceedings done and resolutions passed by RBC of one public Co and they have requested us to present all this info in proper form of Minutes. In respect of normal meetings, where resolutions are passed in front of members, how to record in Minutes - that I know. I am confused about RBC only.

Is there any special format of Minutes to record them? Or I should just follow the normal way?

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P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 13 February 2014

There is a separate agenda item in next Board meeting:

To note resolutions passed by circulation since last Board meeting.

So in the minutes of subsequent Board meeting Board has to note all resolutions passed by circulation since the last Board meeting. You can reproduce alll circular resolutions under this head.

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Yogesh Shah (Managing Corporate Finance) (1051 Points)
Replied 13 February 2014

Thank you sir .. It means that there is NO special format of minutes to record RBC .. but in next meeting's minutes, suitable note shall b inserted .. Am I right??

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 14 February 2014

Yes. Minutes could be as under:

The Board was informed that since the last Board meeting held on _______, the following resolutions had been passed by circulation:

a) On ____ for appointment of Mr A as ______:

"Text of resolution"

b) On _____ for approving agreement with ABC Ltd:

"Text of resolution"

The Board noted the same.