Resolution Without Informing All directors

Originally posted by : Rajeev
	If MD of the company pass resolution without informing other directors will it be leagal ? What action can be taken against such a resolution/ MD ?

Hi,

in my view,

 Any resolution without consent of the Board is not a valid resolution.

One person cannot pass the resolution. Need minimum (more than 1) and nod for the same

for resolution to be effective.

Other views welcome.

regards

Santosh Shah

MD cannot pass resolution alone....

MD cannot pass any resolution without informing other directors.  Rather agenda of items for Board Meeting should be circulated to all members of Board and any resolution can be passed only in a properly convened board meeting with proper quorum.

Company works on majority. Generally, one need to have consent of majority directors to pass the resolution. It is the chairman of the meeting who is responsible / authorised to authenticate the contents of the Minutes.

Who is MD to pass the resolution solely. If other director objects, this BR can be termed void ab initio.

Regards- Sudhir

I too agree with Sudhir.

MD , though has substantial powers in management, he still has to act according to direction, control and superintendence of board. Board is supreme, not individual MD. 

MD refers to managing "director",that means he is also the part of board,so he cant himself take the decision as it will lead to revocation of meaning of board,where decision is taken on majority basis for successful running of buissness