Board meetings (resolution by circulation)

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Prince (Querist)
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01 July 2012 necessary condition for resolution by circulation.
the number of directors in india >= quorum
q) 9 directors out of which three are interested and four are outside india. does a resolution by circulation can be passed?

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)
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02 July 2012 Yes a resolution by Circulation can be passed provided it is a private limited company which is neither a subsidiary nor a holding company of a public company.

In the case of an independent private company interested directors are not debarred from voting or the resolution — section 300(1)(a).

So if out of 5 directors in India 3 vote in favour of resolution the same can be passed but if the company is a public limited company this arrangement is not possible as four directors are outside India and three can not vote as they are debarred from voting u/s 300 of the Companies Act, 1956.

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