Q. > Please Help: corporate law
user

304 views • Question added Feb 10, 2012 • Corporate Law • By irfan ansari , New Delhi


what is the difference between resolution passed by circulation and resolution passed in meeting?

5 Answers

answered Feb 10, 2012 by Akanksha Handa

Normally, 'Resolution' is passed in a meeting, either of the Board of Directors or the members of the company, duly convened within the framework of the provisions of the Companies Act and/or the Articles of Association of the company but when the minimum number of Board members required for the meeting are not able to present physically for the meeting, in that case to pass the resolution,the resolutions and minutes are prepared and circulated to the directors on their address for approval and signature.such resolution which are circulated are called resolution passed by circulation.
As per section 289 of the Companies Act, 1956 ,A resolution by the Board of Directors may be passed by circulation if the same has been circulated in draft, together with the necessary papers, if any, to all the Directors, or to all the members of the committee, then in India (not being less in number than the quorum fixed for a meeting of the Board or Committee, as the case may be), and all other Directors or members at their usual address in India, and 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.


answered Feb 10, 2012 by Akanksha Handa

Normally, 'Resolution' is passed in a meeting, either of the Board of Directors or the members of the company, duly convened within the framework of the provisions of the Companies Act and/or the Articles of Association of the company but when the minimum number of Board members required for the meeting are not able to present physically for the meeting, in that case to pass the resolution,the resolutions and minutes are prepared and circulated to the directors on their address for approval and signature.such resolution which are circulated are called resolution passed by circulation.
As per section 289 of the Companies Act, 1956 ,A resolution by the Board of Directors may be passed by circulation if the same has been circulated in draft, together with the necessary papers, if any, to all the Directors, or to all the members of the committee, then in India (not being less in number than the quorum fixed for a meeting of the Board or Committee, as the case may be), and all other Directors or members at their usual address in India, and 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.


answered Feb 10, 2012 by lavina bajaj , Mumbai

generally when a resolution has to be passed than a board meeting is convened and the resolution is affirmed with majority pf votes in favour. but in order to save time resolution is passed by circulation i.e. resolution is sent by post to the members for their consent.this saves time and ensures speedy work without much delay. law has specified when can resolution be passed by circular. e.g. sec 292(1)(c)/(d), 372A can be passed by circulation.


answered Feb 11, 2012 by PRIYANKA , GREATER NOIDA

i too agree with the answers given above.


answered Feb 12, 2012 by Mrattunjay , New Delhi

Simple difference is in Circulation no meeting but acceptance by Majorty but in case resolution pass by meeting is after discussion over the same and consent during the meeting required


subscribe
user

irfan ansari

11-Feb-2012 , 11:34:00 am

thanks

Ask a question:
Experts Panelist
Profile Image
Rambabu Senkarasetti
Accounts, Audit, Corporate Law, Finance, Income Tax, Service Tax, Students, VAT
Answers Posted : 409
Profile Image
CA Satuti Mahajan
Accounts, Audit, Corporate Law, Custom, Excise, FEMA, Finance, GST, IFRS, Income Tax, Service Tax, Shares & Stock, Students, VAT
Answers Posted : 291
Profile Image
Vikash Kumar Jha
Accounts, Audit, Banking, Corporate Law, Custom, Excise, FEMA, Finance, GST, IFRS, Income Tax, Service Tax, Shares & Stock, Students, VAT
Answers Posted : 270
Profile Image
Rishabh Upadhyay
Accounts, Audit, Corporate Law, Custom, Excise, FEMA, Finance, IFRS, Income Tax, Service Tax, Shares & Stock, Students, VAT
Answers Posted : 257
Profile Image
Ashish Karundia
Accounts, Audit, Corporate Law, Custom, Excise, FEMA, Finance, Income Tax, Service Tax, Students, VAT
Answers Posted : 257
Profile Image
Mrattunjay
Accounts, Corporate Law, Custom, Excise, FEMA, Finance, GST, IFRS, Income Tax, Service Tax, Shares & Stock, Students, VAT
Answers Posted : 220
Profile Image
PRIYANKA
Accounts, Audit, Corporate Law, Excise, Finance, Income Tax, Service Tax, Shares & Stock, Students, VAT
Answers Posted : 136
Profile Image
CA. SURESH Kr. AGARWAL
Accounts, Audit, Corporate Law, Custom, Excise, FEMA, Finance, GST, IFRS, Income Tax, Service Tax, Shares & Stock, Students, VAT
Answers Posted : 131
Profile Image
Vaneet Gupta
Accounts, Audit, Corporate Law, Custom, Excise, FEMA, Finance, IFRS, Income Tax, Service Tax, Shares & Stock, Students, VAT
Answers Posted : 120
Profile Image
Ketan Samdani
Accounts, Audit, Corporate Law, Excise, Finance, GST, Income Tax, Service Tax, Students, VAT
Answers Posted : 117
View more
4856
QUESTIONS
4692
ANSWERS
807
EXPERTS
2701
QUERIST
Home Jobs Empanelment Queries Profile