Chapter XII - Meetings of Board and Its Powers
Section 175
Section 175: passing a resolution by circulation
A Board or committee resolution may be passed by circulation if the draft and papers reach every director or member and a majority of those entitled to vote approve it.
On this page
Need advice on Section 175?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or members of the committee, as the case may be, at their addresses registered with the company in India by hand delivery or by post or by courier, or through such electronic means as may be prescribed and has been approved by a majority of the directors or members, who are entitled to vote on the resolution:
Provided that, where not less than one-third of the total number of directors of the company for the time being require that any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board.
(2) A resolution under sub-section (1) shall be noted at a subsequent meeting of the Board or the committee thereof, as the case may be, and made part of the minutes of such meeting.
Introduction
Section 175 sets the conditions for a resolution passed without a meeting. The draft must be circulated, with any necessary papers, to all directors or committee members at their registered addresses in India, by hand delivery, post, courier or prescribed electronic means.
One-third of the total number of directors can require the matter to be decided at a meeting. A circular resolution is then noted at the next meeting and made part of its minutes.
Key takeaways
Circulate to all
Every director or committee member must receive the draft and necessary papers.
Majority approval
A majority of the directors or members entitled to vote must approve.
Meeting demand
If not less than one-third of the total number of directors require a meeting, the chairperson must put the resolution to a Board meeting.
Circulate the draft correctly
Send the draft resolution with any necessary papers to all the directors, or all members of the committee, at their addresses registered with the company in India. Sub-section (1) allows hand delivery, post, courier or electronic means as prescribed. Rule 5 of the Companies (Meetings of Board and its Powers) Rules, 2014, as first notified, says the electronic means may include e-mail or fax. The rule text cited here is the version first notified in 2014; MCA has amended these Rules since, so confirm the current consolidated rule before relying on any figure or form.
Count approvals
The resolution is deemed duly passed only when approved by a majority of the directors or members who are entitled to vote on it. Keep a record of each approval and of who was not entitled to vote, for example because of an interest in the matter.
Respond to a demand for a meeting
Where 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. Powers that section 179(3) requires the Board to exercise by resolutions passed at meetings should also be taken at a meeting.
Note and minute
Under sub-section (2), the resolution is noted at the next meeting of the Board or committee and made part of the minutes of that meeting.
Practical preparation
Confirm the matter can be passed by circulation; send draft and papers to every director or member at registered addresses in India; track approvals from those entitled to vote; watch for a one-third demand for a meeting; table the resolution at the next meeting for minuting.
Practical checklist
Do
- Keep proof of delivery to every director or member.
- Record approvals against the list of those entitled to vote.
Avoid
- Do not treat silence as approval.
- Do not use circulation once one-third of the directors have required a meeting.
Illustrative example
Hypothetical: urgent bank mandate change
A six-director Board wants to update its bank signatories before the next scheduled meeting.
Circulate
The company secretary e-mails the draft and the bank’s letter to all six directors at their registered addresses.
Approve
Four directors entitled to vote approve; no one asks for a meeting.
Minute
The resolution is noted at the next Board meeting and included in its minutes.
Outcome
- The resolution passes by majority. Had two directors (one-third of six) asked for a meeting, the chairperson would have had to put it to a Board meeting.
Glossary
- Resolution by circulation
- A Board or committee resolution passed by circulating a draft and obtaining written approvals instead of voting at a meeting.
- Entitled to vote
- Directors or members who may vote on the particular resolution; the majority is counted from them.
Frequently asked questions
Can a circular resolution be sent by e-mail?
Section 175 allows prescribed electronic means. The 2014 rule as first notified says these may include e-mail or fax; check the current rule.
Who can force a meeting instead?
Not less than one-third of the total number of directors for the time being. The chairperson must then put the resolution to a Board meeting.
Does the resolution need to be recorded later?
Yes. It is noted at the next Board or committee meeting and made part of its minutes.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026