Section 175. Passing of resolution by circulation
(1) No resolution shall be deemed to have been duly passed by the Board or a committee by circulation unless the resolution has been circulated in draft, together with necessary papers, to all directors or committee members at their registered addresses in India by hand delivery, post, courier or prescribed electronic means and has been approved by a majority of those entitled to vote.
Provided that where not less than one-third of the total number of directors require that the resolution under circulation be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board.
(2) A resolution passed under sub-section (1) shall be noted at a subsequent meeting of the Board or committee and made part of its minutes.
