Board meetings

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ANIL (Querist)
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18 March 2012 I have two queries related to Board Meetings

1.A Board Meeting has been adjourned for want of quorum.what if there is no quorum in the adjourned meeting also?

2.Please explain what is Passing of resolution by circulation....

THANK YOU....

Ajay Mishra

Ajay Mishra (Expert)
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18 March 2012 Hi

Section 288 of the Companies Act, 1956 provides that if a meeting of the Board cannot be held for want of quorum, then unless the Articles otherwise provide, the meeting shall automatically be adjourned till the same day in the next week, at same place, or if that day is a public holiday, till the next succeeding day which is not a public holiday.

If on the adjourned meeting quorum is also not present then please check what your articles says on that matter otherwise the meeting will be further adjourned.

Regards

Ajay Mishra

Ajay Mishra (Expert)
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18 March 2012

SECTION 289:
As per section 289, no resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the circulation has been circulated in draft together with the necessary papers, if any, to all the directors, or to all the members of the committee, then in India, not being less in number than the quorum fixed for the meeting of the Board or a committee, and to all other directors or members at their usual address in India, and has been approved by such of the directors as are then in India, or by majority of such of them, as are entitled to vote on the resolution.

REGULATION 81 OF SCHEDULE I-TABLE A:
Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be as valid and effectual as if it had been passed at a meeting of the Board or committee, duly convened and held.

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