Company has convened 3 Board meetings and one resolution by circulation?
will the requirement of sec 173, 4 board meetings in a year be satisfied?
will resolution by circulation under sec 175 be considered as conduct of one board meeting?
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Corporate Law- Directors (Board Meeting)
Replies (5)
NO
Company can’t use Circular Resolution to escape the holding of Minimum Number of Board Meetings.
The Act requires certain business to be approved only at Meetings of the Board. However, other business that requires urgent decisions can be approved by means of Resolutions passed by circulation. Resolutions passed by circulation are deemed to be passed at a duly convened Meeting of the Board and have equal authority but it is not the subsitute of minimum no. of meeting
what if the resolution by circulation is of matters allowed to be dealt with in such a resolution?
will it be a valid board meeting?
and hence full fill the condition of 4 board meetings (3 physical +1 resolution) ?
will it be a valid board meeting?
and hence full fill the condition of 4 board meetings (3 physical +1 resolution) ?
yes full fill but as per section 175(2) a resolution under sub-section (1) shall be noted at a subsequent meeting of the Board or the committee thereof, as the case may be, and made part of the minutes of such meeting. but nothing to do with ya full fill
So just to clarify.. irrespective of resolution by circulation.. 4 PHYSICAL meetings are compulsory to be held.. !
that is what i clarified to you on my first answer by writing "but it is not the subsitute of minimum no. of meeting" but you did not understand and ask again. that is why to end the topic i agreed with you sorry.
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