Circular resolution

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Pratik Dhodia (Querist)

08 April 2011 A Pvt. Co. has 3 Directors, out of which 2 usually stays out of India for business purposes (both of them are foreign nationals). so my Question is regarding how a Company can pass a circular resolution in absent of quorum i. e. only 1 Director (who is in India)during period when no quorum is present in India. Further the circular Resolution is required to be passed without appointing Alternate Director.
Reply..

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

08 April 2011 A resolution proposed to be passed by circulation should be circulated in draft together with the necessary papers pertaining to it, if any, to all directors to their addresses in India, including the directors who are for the time being outside India. The number of the directors who are in India at the time of the circulation of the resolution must not be less than that required to constitute a quorum at a meeting of the Board u/s 287.

As per the case quoted by you, it is not possible to pass resolution by circulation.

Pratik Dhodia

Pratik Dhodia (Querist)

08 April 2011 Thank you Mitesh for early reply.

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