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Circular resolution

jeets (CS ) (461 Points)

18 January 2011

Hello,

1-Can a circular resolution be passed by foreign directors (outside India) and

2-whether resolution for change (addition) in object clause of Memorandum of Association can be passed through circular resolution?

Please guide me

Thanks

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8 Replies

nidhigoel89 (Company Secretary ) (594 Points)
Replied 18 January 2011

Hello!

1- yes it can be passed. Bt as specified in sec 289 that the draft of resolution and the necessary papers should be send at their usual address at India and for giving consent to that resolution they must have to present in India.

2.- For change in object clause u must have to convene a GM and pass the resolution. I dnt think u can alter the object clause by way of circular resolution.

Others View are solicited.

Regards

Nidhi

jeets (CS ) (461 Points)
Replied 18 January 2011

Thanks for the prompt reply,

1- What if the directors don't have an address in India, Would it fine if I sent the resolution to their foreign address and get their consent on it. Is there any case law on this particular topic which I can refer to??

2- Would be fine if we call an EGM for alteration of MOA by passing a circular resolution.

Best Regards

nidhigoel89 (Company Secretary ) (594 Points)
Replied 18 January 2011

Hello!

1-As per sec they must have a Indian address on which u can send the required documents, in case of absence of any such address then u can mail them the notice of BM Bt for passing of resolution their presence is must.

2.- And for passing of resolution(for object change) GM is required. And if u are asking abt to pass the resolution of convening a EGM by circular resolution then i dnt think so there is any problem in it............

Any further clarification are invited.........

Regards

Nidhi

jeets (CS ) (461 Points)
Replied 18 January 2011

Hi,

Is it necessary for foreign directors to be In India in order to pass resolution, can they pass a circular resolution by majority consent.

nidhigoel89 (Company Secretary ) (594 Points)
Replied 18 January 2011

Hello!

No its not possible, without coming in INDIA foreign directors cant give consent for passing of resolution................... U can chk the provisions for teleconferencing if that suits in ur matter, Pl chk their validity i m nt sure for it, i can confirm it after chking the required law and provisions.

Regards

Nidhi

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 19 January 2011

Passing of resolutions by circulation applies to Board Resolutions only.

You have to convene EGM and minimum quorum have to be physically present to pass the resolution for changing the object clause of memorandum.

However EGM can be held abroad if requisite quorum is present there.

Harish (CS) (92 Points)
Replied 19 January 2011

is there any mode of circulation of resolution among the directors under the act for passing a resolution by circulation.How can we keep a proof of having passed a resolution by circulation.

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 19 January 2011

Please refer to Section 289 of the Companies Act according to which a resolution will be deemed to have been passed by circulation only if the resolution has been circulated in draft to all the directors then in India and to all other directors at their usual address in India and the resolution 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.

You should obtain their approval in writing which will be a proof of having passed the resolution.