Clarification on sec 289 of co's act- resolution by circulat

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saurav singhania (Querist)
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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?

Ajay Mishra

Ajay Mishra (Expert)
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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

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saurav singhania

saurav singhania (Querist)
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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.

Ajay Mishra

Ajay Mishra (Expert)
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11 February 2013 Hi

You will take approval of majority of them subject to quorum of directors.

saurav singhania

saurav singhania (Querist)
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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.

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