Resolution by circulation

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CS Seema (Querist)
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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

Nikhil Kaushik (Expert)
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19 November 2013 Dear Seema,

Kindly refer:

https://ncbfeedback.mca.gov.in/

CS Seema

CS Seema (Querist)
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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

Aashok Kumar Sharma online

Aashok Kumar Sharma online

(Expert)
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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

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