Clarification on sec 289 of co's act- resolution by circulat
This query is : Open
08 February 2013
Please guide us on the following:
Sec 289 reads no resolution shall be deemed to be passed by the Board or Committee by circulation unless the same has been approved by such of the directors as are then in India or by a majority of such of them, as are entitled to vote on the resolution.
So in order to pass the resolution should it be approved by all the directors if all of them are present in India or by majority of them, if some of the directors are living outside India?
Sec 289 reads no resolution shall be deemed to be passed by the Board or Committee by circulation unless the same has been approved by such of the directors as are then in India or by a majority of such of them, as are entitled to vote on the resolution.
So in order to pass the resolution should it be approved by all the directors if all of them are present in India or by majority of them, if some of the directors are living outside India?
08 February 2013
Hi
Go to the following article, this will help you:
https://www.caclubindia.com/share_files/resolution-passed-by-circulation-37557.asp#.URTKlR3WiJw
Go to the following article, this will help you:
https://www.caclubindia.com/share_files/resolution-passed-by-circulation-37557.asp#.URTKlR3WiJw
Message likes :
1 times
11 February 2013
sir i have a still confusion regarding the sec 289 of the co's act.
As your article says "The Circular resolution is effective on the latest date on which all the directors then in india entitled to vote on the resolution approved the resolution"
My quaries is:
If in my company there are 5 directors on the Board and all are residing in india and all are also entitled to vote on the resolution passing by resolution.
1. In such circumstances, it should be required to take an assent of all the directors or take majority to become effective of such circular resolution because all the directors of the company residing in india.
As your article says "The Circular resolution is effective on the latest date on which all the directors then in india entitled to vote on the resolution approved the resolution"
My quaries is:
If in my company there are 5 directors on the Board and all are residing in india and all are also entitled to vote on the resolution passing by resolution.
1. In such circumstances, it should be required to take an assent of all the directors or take majority to become effective of such circular resolution because all the directors of the company residing in india.
11 February 2013
Hi
You will take approval of majority of them subject to quorum of directors.
You will take approval of majority of them subject to quorum of directors.
12 February 2013
Thanks again sir
sir as you said "take the majority" but in your article under heading "WHEN DOES A CIRCULAR RESOLUTION BECOME EFFECTIVE" it is mentioned that "the circular resolution is effective on the latest date on which 'all' the directors 'then in India' entitled to vote on the resoloution approved the resolution. In case the resolution is not approved by all the directors in India and it is approved by some directors in india and by some directors living abroad, the latest date on which majority of directors approved the resolution"
As per my assumption:
a. If all the directors are in india and all entitled to vote then the resolution will passed when all the directors approved the same.
b. and if some directors are living in india and some are in abroad then "majority" of directors approved the same taken into account.
sir, please clarify. whether my assumsion is right or wrong on the above article. if i am wrong then where i get confused.
Looking forward.
sir as you said "take the majority" but in your article under heading "WHEN DOES A CIRCULAR RESOLUTION BECOME EFFECTIVE" it is mentioned that "the circular resolution is effective on the latest date on which 'all' the directors 'then in India' entitled to vote on the resoloution approved the resolution. In case the resolution is not approved by all the directors in India and it is approved by some directors in india and by some directors living abroad, the latest date on which majority of directors approved the resolution"
As per my assumption:
a. If all the directors are in india and all entitled to vote then the resolution will passed when all the directors approved the same.
b. and if some directors are living in india and some are in abroad then "majority" of directors approved the same taken into account.
sir, please clarify. whether my assumsion is right or wrong on the above article. if i am wrong then where i get confused.
Looking forward.
You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now
Click here to login now
Similar Resolved Queries
Unanswered Queries
- Unregistered suppliers utility
- TDS CREDIT MISMATCHING
- Buy back of shares u/s69
- Tax Audit Applicability – Newly Formed Partnership Firm with Profit Below 6%/8%
- Difference between Date of Payment and Date of Deduction?
- Same demand raised for original as well as rectification request return
- Sale of property held jointly with a non resident Indian
- ITR 4 and Bank transactions
- TDS AND ITR ISSUE
- ADDITION OF CHALLAN IN TDS RETURN FORM 140
- The TDS balance for March 26 shows a mismatch between the books and the portal; what should be done
- CALCULATION OF DEFFERED TAX - OP BL IS DTL & CURRET IT DTA
- LLP audit under companies act
- Experienced CA recommendation from Kolkata for FNO return filing
- Interest Reporting in Form 168
- Sales of goods of amount Rs77 lakhs to a party
- Tax Demand of ₹4,650 for AY 2026-27
- Concept of Vendor and customner reconciliation
- Mistake in e-invoice identified after 24 hours
- EXPORT PAYMENT
Trending Online Classes
-
DT & Audit (Exam Oriented Fastrack Batch) - For May 26 Exams and onwards Full English
CA Bhanwar Borana & CA Shubham Keswani
Subscribe to Pro
Join an elite circle of professionals
CAclubindia
