Resolution By Circulation

[Suresh Kumar Vaishraj]

Dear Friends,

 

1. In case of resolution passed by circulation, need it to be recorded in full (i.e. full content of the resolutions) in the minutes of subsequent Board Meeting. I mean in the minutes of meeting, do we need to state all the resolutions that circular resolution copies contain or a mere record stating that resolutions were passed by circulation, copies placed before the board and the same is/are noted by the board. Is this enough?

 

2. Is it that, in the subsequent board meeting, circular resolution is to be taken as the 1st item of business.?

Pl. clarify me.

 

Thanks and Regards,

Suresh
acs

[Astarag]

Both the way are correct

if you put the full resolution in the subsequent minutes there ends the matter

in the second way you can just minute copies placed before the board and the same is/are noted by the board

and initialed by chairman for the purpose of identification .Then take initial of chairman on such resolution copy  with date of initial and keep it with agenda and back ground papers of the meeting for record purpose

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with regards,

Cs. P.A. Patnaik

[krishna ds]

Dear,

 

the circular resolution is required to be ratified by the Board in the subsequent meeting takes place and confirm the same.

With Regards,

D S Krishna
840, 'KUBS', 8th Cross
Jnanabharathi Lay-out I Block
Valagerehalli
R V Vidyaniketan
BANGALORE - 560 059
Tel:
Mobile: 94480 18302

[Astarag]

there is no such requirement for ratification

even the noting etc in the subsequent meeting(as described in earlier mail) is also not mandatory only for sake of

better governance and to some extent safety measure

provided that the provision of sec289 properly complied

 

ratification arises only in those cases where the action already taken has been with out proper authority

in that case the proper authority ratifies the same

in case of section 289 the resolution passed is by proper authority(as prescribed by the Act) hence no need for ratification

[Vivek Aggarwal]

Dear Suresh

I think it is enough to record the passing of all resolutions passed by Circulation in the Minutes of the subsequent Board Meeting stating that copies of the resolution were sent to all the Directors at the time of passing the resolution.

Other views invited.

Regards
CS Vivek Aggarwal

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From: Suresh Kumar Vaishraj <vsure...@gmail.com>
To: csmy...@googlegroups.com
Sent: Thu, 18 November, 2010 5:48:38 PM
Subject: [CSMysore] Resolution By Circulation

[Vivek Aggarwal]

Dear Krishna

I agree with the views of Astarag. Noting in Board Minutes is not compulsory and as already described, ratification is required only in certain cases.

However, normally companies take note of resolution passed by Circulation in Minutes of Board Meeting as a good governance step.

Regards
CS Vivek Aggarwal

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From: Astarag <papa...@gmail.com>
To: csmy...@googlegroups.com
Sent: Fri, 19 November, 2010 12:31:53 PM
Subject: Re: [CSMysore] Resolution By Circulation

[krishna ds]

Dear All,

 

I only suggested as a good practice, which I follow.  I leave to individual's taste.

[Sai Kumar Nissankararao]

Hi Suresh

As all suggested Circular Resolution can be noted in the subsequent
Board Meeting
As a best practice you can reproduce the Circular resolution in the
agenda for noting by the Board and also in the minutes you can update
as mentioned below...

"" Board noted the following resolution(s) passed by circilar
resolution dated ....... ""

"Resolved that ................................"

Point No 2

Cir resolution may not be first item.
But as a best Practice First will be Leave of absence Second item may
be approval of the previous board meeting minutes, then Committee
meetings / Subsidiary company minutes if any, then you can take up
noting of the circular resolution as it is a subsequent event after
previous board meeting.

Regards
Sai Kumar

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Thanks & Regards
Sai Kumar

[Suresh Kumar Vaishraj]

Dear All,

Thanks a lot for taking up the issue and stating your views. My summary is, in relation to recording of resolutions passed by circulation there is no mandatory provision as such. As the assents or dissents received from directors are kept anyway. Further in order to inform all the directors one more time, the issue of a resolution or resolutions being passed by circulation is to be noted in the subsequent Board Meeting but approval is not required. As passing of resolution by circulation and obtaining directors assets or dissents itself is their approval.

Once again thank you all.

Regards,

Suresh Kumar V.

Suresh Kumar V
Company Secretary
91-9849991201