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Resolution by circulation

Khushboo Maheshwari (Company Secretary) (548 Points)

30 January 2013

Can we allot fresh equity shares by a resolution passed through circulation? Also can we allot equity shares after conversion of debentures through a resolution passed by circulation?

I know its not a good secretarial practice but is it anywhere restricted in law? Further to mention we are an unlisted public limited company

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3 Replies

CS Rajveer Rai, Gurgaon (CS) (646 Points)
Replied 30 January 2013

In my view there is no restriction, however for good practice should be dealt at meeting only.

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 01 February 2013

Khushboo ji,

Under Section 289 any resolution may be passed through Circulation.

However, it is the basic concept of passing of resolution through circulation that the matter is urgent and the meeting is likely to be held after a due course and in case of urgency the resolution is being passed through circulation. It is not good secretarial practice to pass such resolutions through circulation. Otherwise, the resolution may be passed through circulation and will be noted in the next Board Meeting.

1 Like