TMI BlogPassing of Resolutions by CirculationX X X X Extracts X X X X X X X X Extracts X X X X ..... do subject to the restrictions and limitations imposed by the Act, memorandum and articles and the company in general meeting. Decisions relating to the policy and operations of the company are arrived at meetings of the Board held periodically. Meetings of the Board enable discussions on matters placed before them and facilitate decision making based on collective wisdom of the Board. However, it may not always be practicable to convene a meeting of the Board to discuss matters on which decisions are needed urgently. In such circumstances, passing of resolution by circulation can be resorted to. Scope This Standard seeks to lay down a set of principles for passing of resolutions by circulation. Definitions The fol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... assed by circulation should be sent in draft form, together with the necessary papers, individually to all the directors or, in the case of a Committee to all the members of the Committee, at the same time - The resolution together with all papers should be sent to all directors including interested directors and directors who are usually residing abroad. 2.2 Each business proposed to be passed by way of resolution by circulation should be explained by a note setting out the details of the proposal and the draft of the resolution proposed - The note should also indicate how to signify assent or dissent to the resolution proposed and the date by which the director of the Board or of the Committee should signify his assent or dissent to th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or should disclose his interest and abstain from voting. If the approval of the majority of directors is not received by the last date specified for receipt of such approval, the resolution shall be considered not passed. 4. Recording 4.1 Resolutions passed by circulation should be noted at the next meeting of the Board or Committee, as the case may be, and the decision recorded in the minutes of such meeting - The minutes should record the text of the resolution passed, and dissent, if any. Minutes should also record the fact that an interested director did not vote on the resolution. 5. Validity 5.1 Passing of resolution by circulation should be considered valid as if it had been passed at a duly convened meeting of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... han one company. Appointment and removal of the Chief Financial Officer and the Company Secretary. Appointment of sole-selling agents. To approve quarterly, half-yearly and annual accounts and cost accounts. Annual operating plans and budgets. Any material default in financial obligations. Noting of statutory compliance reports, show-cause notices, prosecutions and penalty notices of material nature. Sale of investments, subsidiaries or assets which is not in the normal course of business. Any issue which involves possible public or product liability claims. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property. Foreign exchange exposures and the steps taken by m ..... X X X X Extracts X X X X X X X X Extracts X X X X
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