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
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:
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