Resolution by circulation
This query is : Resolved
18 November 2013
Dear Experts please help me . i need the rules or draft rules under companies act 2013 for resolution by circulation . please tell me from where can i get whole set of draft rules
Nikhil Kaushik
(Expert)
19 November 2013
Dear Seema,
Kindly refer:
https://ncbfeedback.mca.gov.in/
Kindly refer:
https://ncbfeedback.mca.gov.in/
19 November 2013
thanks sir but can u please provide me specific rules in this regard as m not able to find the particular rules
21 July 2025
Sure! Here are the relevant provisions for Resolution by Circulation under the Companies Act, 2013 along with the corresponding rules:
Section 175: Resolution by Circulation
Applicability:
Applies to private companies and public companies which are not required to hold a meeting of the Board of Directors.
Procedure:
A resolution required to be passed at a Board meeting may be passed by circulation instead of holding a meeting, provided that circulation resolution is sent to all directors at their addresses and all directors entitled to vote pass the resolution.
Time limit:
The resolution should be passed within a reasonable time. If not all directors sign, then it cannot be passed by circulation.
Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014
Notice of Resolution by Circulation:
The draft resolution and explanatory notes, if any, are circulated to all directors.
The directors should record their consent or dissent in writing.
The resolution is deemed passed when the required majority of directors approve it.
Format:
No specific format prescribed but it should contain:
Date of circulation
Details of the resolution
Space for signature and date of directors
Summary
Aspect Details
Relevant Section Section 175 of Companies Act, 2013
Relevant Rules Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014
Applicable companies Private companies and public companies not required to hold Board meeting
Method Circulate resolution to all directors in writing
Passing criteria All directors entitled to vote must approve
Filing Not required to file resolution by circulation separately with ROC
Where to find the full rules?
You can get the full text of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 at the official Ministry of Corporate Affairs website:
Ministry of Corporate Affairs - MCA
Or download from:
Companies Act, 2013 PDF
Meetings of Board Rules, 2014 PDF
Section 175: Resolution by Circulation
Applicability:
Applies to private companies and public companies which are not required to hold a meeting of the Board of Directors.
Procedure:
A resolution required to be passed at a Board meeting may be passed by circulation instead of holding a meeting, provided that circulation resolution is sent to all directors at their addresses and all directors entitled to vote pass the resolution.
Time limit:
The resolution should be passed within a reasonable time. If not all directors sign, then it cannot be passed by circulation.
Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014
Notice of Resolution by Circulation:
The draft resolution and explanatory notes, if any, are circulated to all directors.
The directors should record their consent or dissent in writing.
The resolution is deemed passed when the required majority of directors approve it.
Format:
No specific format prescribed but it should contain:
Date of circulation
Details of the resolution
Space for signature and date of directors
Summary
Aspect Details
Relevant Section Section 175 of Companies Act, 2013
Relevant Rules Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014
Applicable companies Private companies and public companies not required to hold Board meeting
Method Circulate resolution to all directors in writing
Passing criteria All directors entitled to vote must approve
Filing Not required to file resolution by circulation separately with ROC
Where to find the full rules?
You can get the full text of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 at the official Ministry of Corporate Affairs website:
Ministry of Corporate Affairs - MCA
Or download from:
Companies Act, 2013 PDF
Meetings of Board Rules, 2014 PDF
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
- GST Audit whether Govt Companies are exempt?
- PTRC Show Cause Notice on Email
- Accounting treatment of AMC alongwith the purchase of Laptop
- Unable to File TDS Q2 Return – New TRACES Portal Error
- Condonation Request sec 119(2) b -Enhancement Limit of Leave Exemption prior to AY 2023
- GST Treatment of Purchases with GST Paid where Outward Supplies of Manufactured CattleFeed Exempt
- Taxation of crypto futures in India Fy 2026- 2027
- Issuing of delivery challan by seller of goods
- Transfer of Physical Stock Between Two Proprietorship Concerns
- EPF ECR NEW RULES Sep 17th 2026
- Expert Help Required for TDS Refund 100000 Through TRACES – AY 2022–23
- IMPORT PURCHASE ENTRY PASSED IN BOOKS OF ACCOUNT
- FAST DS 26 Undisclosed Foreign Asset Disclosure Scheme 2026
- Regime change
- Goods sold but invoice not issued
- Tally: Imported bank entries do not show up in manual reconciliation
- Sales of goods of amount Rs97 lakhs to a party
- Confused About My Career After 12th — Cyber Security, AI or Finance? Need Guidance
- FAST-DS 2026 Under Tax Law - No recourse or support for person declaring via this scheme?
- Guidance Needed: Linking Multiple Form 26QB Payments and Responding to ITD Defaulter Notice
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
