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CS Executive · Company Law and Practice · Meetings of Board and its Committees

Kaveri Foods Ltd has nine directors in office. A resolution is circulated for approval. Three directors write to the chairperson requiring that the resolution be decided at a meeting. What must the chairperson do?

The chairperson must put the resolution to be decided at a Board meeting. Three of nine directors is one-third of the total number, and when not less than one-third require a meeting, the proviso to Section 175(1) overrides the circulation route.

  1. APut the resolution to be decided at a meeting of the BoardCorrect
  2. BIgnore the request, since a majority of directors has already signed
  3. CTreat the resolution as lapsed and drop it permanently
  4. DRefer it to the members in a general meeting

Explanation

The proviso to Section 175(1) says that where not less than one-third of the total number of directors for the time being require a circulated resolution to be decided at a meeting, the chairperson shall put it to a meeting of the Board. One-third of nine is three, so the threshold is met.

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