Company Law and Practice · Meetings of Board and its Committees

Resolution by Circulation under the Companies Act, 2013

Updated 11 October 2026 · Fact-checked

A resolution by circulation is a way for the Board or a committee to pass a decision without meeting. Under Section 175, the draft and papers go to all directors at their registered Indian addresses. It is passed if a majority of directors entitled to vote approve it. It is then noted at the next meeting.

Understand Resolution by Circulation

Normally the Board decides at a meeting. But urgent matters can come up between meetings, and calling a meeting may be slow or costly. Section 175 solves this. It lets the Board, or a committee, pass a resolution on paper (or by electronic means) without anyone meeting.

The law is strict about how this is done. The resolution must be circulated in draft, with the necessary papers if any, to all the directors (or all committee members). It goes to their addresses registered with the company in India. Delivery can be by hand, post, courier, or prescribed electronic means. Sending it to only some directors makes the resolution invalid.

Approval needs a majority of the directors or members who are entitled to vote on the resolution. Note the words: not a majority of those who reply, but of those entitled to vote. A director who is interested and cannot vote on the matter is not counted among those entitled.

Directors keep a safeguard. If not less than one-third of the total number of directors for the time being require that the resolution be decided at a meeting, the chairperson must put it to a Board meeting. Circulation then stops.

Finally, the resolution must be noted at a subsequent meeting of the Board or committee and made part of the minutes of that meeting. The Act lists no matters excluded in Section 175 itself. The matters that cannot be passed by circulation come from the Companies (Meetings of Board and its Powers) Rules, 2014 (the list under Section 179(3) matters), and you should learn that list from your study material.

Key rules to remember

Circulation requirement: Draft resolution + necessary papers → all directors (or committee members) at registered Indian addresses; Delivery by hand, post, courier or prescribed electronic means. Missing even one director defeats validity.
Approval requirement: Approval by a majority of directors or members entitled to vote on the resolution; The count is of those entitled to vote, not of those who respond.
One-third rule: Directors requiring a meeting ≥ 1/3 of the total number of directors → chairperson puts the resolution to a Board meeting; The base is the total number of directors for the time being, not the number present or replying.
Noting requirement: Resolution by circulation → noted at a subsequent meeting → made part of its minutes; Applies to both the Board and its committees.

How to solve Resolution by Circulation questions

Use this order for any question on resolution by circulation. It matches the ICSI answer style: provision, facts, conclusion.

1Identify the issue: is the question about validity of a resolution passed without a meeting, the approval needed, the one-third rule, or noting?
2State the provision: Section 175 of the Companies Act, 2013, in plain words.
3Check circulation: was the draft with papers sent to all directors or committee members at their registered Indian addresses, by a permitted mode?
4Count the approvals: find the number of directors entitled to vote, then check if a majority approved.
5Check the one-third rule: did at least one-third of the total directors require a meeting? If yes, the matter must go to a meeting.
6Check the noting step: was it noted at a subsequent meeting and made part of the minutes?
7Check whether the matter is one the Rules require to be decided at a meeting only.
8Conclude clearly: valid or not valid, and why.

Quickest way: Four-point check: Send, Approve, Object, Note

When to use it: Use for short fact-based questions where you must decide if a resolution is validly passed.

Send: draft and papers reached all directors at registered Indian addresses?
Approve: majority of directors entitled to vote said yes?
Object: did one-third or more of total directors ask for a meeting?
Note: was it recorded at the next meeting's minutes?
If any point fails, the resolution is not validly passed by circulation.

Common mistakes in Resolution by Circulation

Saying circulation to a majority of directors is enough.
Students mix up the approval rule with the circulation rule.
Fix: Remember: circulation must be to all directors; approval is by a majority of those entitled to vote.
Counting the majority from the directors who replied.
It seems natural to count responses received.
Fix: Count against all directors entitled to vote on that resolution. Silence is not approval.
Computing one-third on the directors present or on those who replied.
Students copy quorum logic from meetings.
Fix: Use the total number of directors for the time being as the base.
Forgetting to note the resolution at a later meeting.
Students think the passing is the end of the process.
Fix: Always add that it must be noted at a subsequent meeting and made part of the minutes.
Quoting a wrong section or listing excluded matters as if they are in Section 175.
The excluded matters are in the Rules, not in the section text.
Fix: Cite Section 175 for the procedure. Say the matters that must be decided at a meeting are specified in the Rules, and give the list from your study material.
Treating a resolution by circulation as different in legal effect from a meeting resolution.
Students over-read the word circulation.
Fix: Once validly passed, it has the same effect as a resolution passed at a Board meeting.

Worked examples

Example 1

The Board of Kaveri Textiles Ltd has 9 directors. A draft resolution on opening a new bank account, with papers, was sent by email to all 9 at their registered addresses and approved by 5 directors, all entitled to vote. No director asked for a meeting. Is the resolution validly passed?

Show the solution

Provision: Under Section 175, a resolution by circulation is valid if circulated in draft with papers to all directors and approved by a majority of directors entitled to vote.
Facts: it was sent to all 9 directors by electronic means, subject to the means being those prescribed. 5 of 9 approved, and all 9 are entitled to vote.
Majority check: a majority of 9 is at least 5. So 5 approvals is a majority.
One-third check: no director required a meeting, so the proviso is not triggered.
Noting: the resolution must still be noted at the next Board meeting and made part of its minutes.

Answer: Yes. The resolution is validly passed, as all 9 directors received it and 5 (a majority of 9) approved it. It must be noted at the next Board meeting and included in the minutes.

Example 2

Meridian Pharma Ltd has 12 directors. A resolution was circulated to all. Before it was decided, 4 directors wrote to the chairperson asking that it be decided at a meeting. The chairperson said that 8 directors had already approved it and declared it passed. Comment.

Show the solution

Provision: the proviso to Section 175(1) says that where not less than one-third of the total number of directors require a resolution under circulation to be decided at a meeting, the chairperson shall put it to a Board meeting.
Calculate one-third of 12 directors: 12 ÷ 3 = 4.
Facts: 4 directors required a meeting. 4 is not less than 4, so the condition is met.
Effect: the chairperson has no choice. The resolution must be put to a meeting of the Board.
The 8 approvals do not save it, because circulation can no longer be used once the one-third requirement is made.

Answer: The chairperson was wrong. Four of twelve directors is exactly one-third, which meets the 'not less than one-third' test. The resolution must be decided at a Board meeting, not by circulation.

Exam tips

Write Section 175 in your first line. Examiners look for the provision before the facts.
In numerical questions, show the arithmetic for the majority and for one-third. Remember 'not less than' includes the exact figure.
Always mention noting at a subsequent meeting and inclusion in the minutes. Many students lose a mark here.
Do not claim a list of excluded matters is inside Section 175. Say they are specified in the Rules under Section 179, and give them as taught in your study material.
For a question on difference from a meeting resolution, contrast the two: no physical or video meeting, no discussion, all directors receive papers, and noting afterwards.

Practice questions from Meetings of Board and its Committees

Resolution by Circulation: frequently asked questions

What is a resolution by circulation under the Companies Act, 2013?

It is a Board or committee decision taken without a meeting. The draft and papers are sent to all directors or committee members, and a majority of those entitled to vote must approve it. Section 175 governs it.

What is the difference between a Board resolution and a resolution by circulation?

A Board resolution is passed at a meeting after discussion and voting. A resolution by circulation is passed on paper or electronically without a meeting. The circulated one must also be noted at a later meeting and recorded in its minutes.

Can any director stop a resolution by circulation?

One director alone cannot, unless that director's request makes up at least one-third of the total number of directors. If that many directors require it, the chairperson must put the resolution to a Board meeting.

Which matters cannot be passed by circulation?

Section 175 does not list them. Certain important matters, mainly those under Section 179(3), are specified by the Rules as needing a meeting. Learn that list from your ICSI study material.