circulation passed required resolution cases
Hello All,
There were three foreign Directors in a Company who left in middle because of some conflicts with Indian Directors. There DINs are deactivated and therefore, the Company is not able to file Form DIR-12 for their removal from the records as the DINs will not get pre filled.
The are not ready to provide documents and OTP either to file the KYC. How can we remove them? Please help.
director foreign deactivation Will resignation of a partner from the LLP within one year of conversion from company to LLP will attract capital gain tax although the profit sharing of the remaining partner will be more than 50per cent??
Click here to view / answer Share it onpartner resignation
Good Morning Members!
Kindly confirm me can we appoint a new director in a dormant company.
company dormant director appointment
Hello Everyone!
Is PAS-3 required to be filed every time in following situations where partly paid Equity Shares are issued:
1. On allotment of Shares?
2. On receipt of Call Money?
filing requirement
Dear All,
Good Morning!
Please Tell me what are requirements we need for the Incorporation of Public Limited Company And Requirements and documentation for name Approval of Public Limited Company.
company public incorporation
Dear Friends,
In case of buy-back of a private limited company, is it mandatory to attach the valuation certificate along with SH-8/ 9?
Secondly, where there are foreign shareholders taking part in the buy-back do we have to file form FC-TRS with RBI
I have a query on CSR liability calculation.
To arrive at the Net profit for the purposes of calculation is the remuneration and bonus paid to directors is allowed as an expenses or it needs to be disallowed and added back to net profit??
As I understand the net profit as per section 198 is PBT and PBT is after allowing these expenses.
Please clarify.
calculation liability query
Dear All,
If a Company Net Profit Before Tax for the year 2018-19 exceeds 5 crores whereas Net Profit after Tax does not exceed 5 crores.
Whether CSR shall be applicable to such Company?
applicability 
Provisions in respect of passing of resolution by CIRCULATION are provided u/s 175 of the Companies Act 2013. This section provides that in order to pass a resolution by circulation, a draft of such resolution along with the necessary papers ,if any, should be circulated to all the directors, or members of the committee ,as the case may be, at their registered address. Such draft can be circulated though post or by courier or through email or fax. Such resolution is required to be approved by majority of directors or members who are entitled to vote on such resolution. After approval of the resolution by majority of directors or member’s, such resolutions shall be noted at the subsequent meeting of board or the committee thereof, as the case may be, and made part of minutes of such meeting.
However this section provides that the directors may require that any resolution under circulation must be decided at the meeting and in that case the Chairperson shall put the resolution to be decided at the meeting of the board. However such objection is required to be made by at least 1/3 of the total number of directors.
In case of urgency, it may not be possible to wait for the approval or implementation of an item or proposal till the next meeting of Board or its Committee. In such case, it is permissible to pass a Resolution by Circulation under Section 175 of Companies Act, 2013.
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*At a Meeting includes meeting through Video Conferencing.
Further, kindly note that as per my knowledge there is no such list as to where we can pass the resolution by circulation. In fact, there is negative list of the items which prohibit passing of resolution by circulation.
Matters not to be passed through Circular Resolution: –
Since the Act requires certain matters to be approved only at the Meeting of the Board.
Rule 8 of Companies (Meeting of Board and its Powers) Rules, 2014