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Passing of Resolutions by Circulation

SS - Old - 07 - Rule - Companies Law - SS - Old - 07 - SS-7 Secretarial Standard on The following is the text of the Secretarial Standard-7 (SS-7) issued by the Council of the Institute of Company Secretaries of India, on . In the initial years, adherence by a company to this Secretarial Standard will be recommendatory. Introduction A Company, being a legal entity, cannot act by itself but can do so only through its Board of Directors. The Board is entitled to exercise all such powers, and to do .....

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le 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 . Definitions The following terms are used in this standard with the meaning specified: Act means the Companies Act, 1956 (1 of 1956), or any statutory modification or re-enactment thereof. Articles means the articles of association of a company. Board means the .....

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ovision in the Articles to pass a resolution by circulation. 1. Authority 1.1 Chairman of the Board or the managing director should decide whether the approval of the Board for a particular business should be obtained by means of a resolution by circulation - If the resolution is proposed by any other director, the approval of any of the aforesaid officers, if there is one, should be obtained before the draft resolution is circulated to all the directors. 1.2 Where there is no Chairman or managi .....

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g 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 the resolution. 2.3 The draft of the resolu .....

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be sent by post. 3. Approval 3.1 The resolution is passed, when it is approved by a majority of directors entitled to vote on the resolution other than interested directors - If any special majority or the affirmative vote of any particular director or directors is specified in the Articles, the resolution should be passed only with the assent of such special majority or such affirmative vote. 3.2 The resolution is deemed to have been passed on the date on which it is approved by the majority of .....

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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 .....

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