A Company is a legal entity acting through its Board of Directors, the Directors as collective body called “Board of Directors“. They are acting on behalf of shareholders for the benefit of the all stakeholders of the Company. The Board of Directors generally take decisions at duly called, convened and conducted Board Meetings or meeting of Committees. The Board make decision by passing resolution at the meeting. The Board has to meet at least four times in a year and the gap between two Board Meeting will not be more than 120 days.
The Provisions of Section 175 of the Companies Act, 2013 empowers the Board to pass some resolutions by Circulation by complying with provisions of this section and the rule made there under. Those resolutions which are compulsory required to be passed at the meeting of the Board, should not be passed as “Resolution by Circulation“, These resolutions are specifically provided under various provisions of the Companies Act, 2013.
There is another mode of passing a resolution by the Board of Directors of a Company without holding a meeting, which has been recognized by regulation 75 of the Table F of the Companies Act, 2013. which reads as follow;
“75. Save as otherwise expressly provided in the Act, a resolution in writing signed by all the members of the Board or a Committee thereof , for the time being entitled to receive the notice of the Board or Committee , shall be as valid and effectual as if it had been passed at a meeting of the Board or Committee, duly convened or held.”
Conditions to be applied for passing a Resolution by Unanimous Consent of Directors;
1. Articles of Association of the Company should not expressly excludes provisions of regulation 75 of the Table F.
2. Articles of Association of the Company should not expressly excludes all provisions of regulations of the Table F.
3. The resolution must be in writing and signed by all directors of the Board or committee, who are entitled to receive notice of the Board meeting and formed quorum.
4. This method is not applicable to those resolutions, which are provided expressly that they should be transacted at the duly called, conveyed Board Meeting or Committee Meeting.
5. A company may get signature of all directors (regardless of whether they are in India or abroad) on a sheet setting out the text of the resolution ( or on different sheet signed separately by one or more directors) and when all of them have signed , it will become a resolution of the Board or Committee which can be noted at the following meeting of the Board and recorded in the Minutes of that meeting.
So we have another mode of passing a resolution without conveying a Board Meeting or Committee Meeting by following provisions of Regulation 75 of Table F of the Companies Act, 2013.
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Isnt this provision in contravention of passing of resolution by circular resolution, where we only seek majority approval