Resolution by Circulation: Section 175

A resolution by circulation is how a board of directors decides something without sitting down together. Section 175 of the Companies Act, 2013 does not create a general power to do this: it is drafted in the negative, saying that no resolution shall be deemed to have been duly passed by circulation unless three conditions are met. Miss one and there is no resolution at all.

What makes a resolution by circulation validly passed?

Section 175(1) sets out the conditions in a single sentence. Broken up, they are:

1. The resolution has been circulated in draft, together with the necessary papers, if any.
2. It went to all the directors, or all the members of the committee, at their addresses registered with the company in India, by hand delivery, by post or by courier, or through such electronic means as may be prescribed.
3. It has been approved by a majority of the directors or members who are entitled to vote on the resolution.

Each of those three has an edge worth noticing.

Circulation is to all, approval is by a majority of those entitled to vote. The two populations are not the same. A director who is interested in the matter is not entitled to vote on it, so he is counted in the circulation and out of the majority.

The address must be a registered address in India. The sub-section says so in terms. A director resident abroad is circulated at the Indian address registered with the company.

Necessary papers travel with the draft. The Act does not define what is necessary, but it makes the papers part of the condition rather than a courtesy, so a bare resolution text circulated without the supporting material has not satisfied the sub-section.

On the electronic route, rule 5 of the Companies (Meetings of Board and its Powers) Rules, 2014, as originally notified, provides that a resolution in draft form may be circulated to the directors together with the necessary papers for seeking their approval by electronic means, which may include e-mail or fax.

On the rules cited here. The rule text on this page comes from the copy of the Companies (Meetings of Board and its Powers) Rules, 2014 that thc.nic.in serves, and it is a notification text rather than a consolidation. Its body is the principal notification, G.S.R. 240(E) dated 31 March 2014, published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), and made under sections 173, 175, 177, 178, 179, 184 to 189 and 191 read with section 469 of the Act. Bundled after it is a separate, later notification, G.S.R. 811(E) dated 3 November 2025, the Companies (Meetings of Board and its Powers) Amendment Rules, 2025, which substitutes sub-rule (2) of rule 11 and nothing else. The footer note on that 2025 notification records the principal rules as last amended by G.S.R. 409(E) dated 15 June 2021. So the rule text in the body is the 2014 text as originally notified, the amendments made between 2014 and June 2021 are not incorporated in it, and a rule quoted from it is not by itself evidence of the rule in force today. Check the amending notifications before relying on any rule text here for a filing. The section text on this page is the Companies Act, 2013 as consolidated on India Code, with each amendment footnote resolved on its own page.

Who can force the resolution into a meeting?

The proviso to section 175(1) is the check on the whole mechanism. 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.

Three features of that proviso decide how much protection it gives.

• It is a requirement, not a request. The chairperson's obligation is expressed as "shall".
• The one-third is of the total number of directors for the time being, not of those who responded to the circulation.
• It is the same fraction section 174(1) uses for the quorum at a meeting, which is a reasonable way to remember it. Quorum for a board meeting covers the arithmetic, including the rounding rule and the exclusion of vacant places, though the Explanation to section 174 is expressed to be for the purposes of that section.

What happens to the resolution afterwards?

Section 175(2) closes the loop. A resolution passed by circulation shall be noted at a subsequent meeting of the Board or the committee, as the case may be, and made part of the minutes of that meeting.

So the record is not a separate circulation file. The decision enters the minute book of the next meeting, which is where the audit trail for it lives, and which is why a circulated resolution and a resolution passed in a meeting end up looking similar in the company's records even though only one of them involved a meeting.

Which decisions cannot be taken by circulation?

Section 175 sits next to a section that answers this directly. Section 179(3) lists powers the Board shall exercise on behalf of the company by means of resolutions passed at meetings of the Board, including making calls on shareholders, authorising a buy-back under section 68, issuing securities, borrowing monies, investing the funds of the company, granting loans, guarantees or security, approving the financial statement and the Board's report, diversifying the business, and approving amalgamation, merger or reconstruction. A resolution by circulation is not a resolution passed at a meeting, so those items are outside it. Section 179 board powers covers that list and the rule-making power that extends it.

Separately, section 179's neighbour, section 180, puts another set of matters beyond the Board entirely without a special resolution of the members, and those are outside both routes.

Where this sits in the disclosure picture

• Meetings of the Board under section 173 covers the meeting the circulation route substitutes for, and the minimum number a company must still hold.
• Quorum for a board meeting covers the one-third arithmetic in its meeting form.
• Section 179 board powers covers the powers reserved to resolutions passed at a meeting.
• Section 180 restrictions on board powers covers the matters that need the members rather than the Board.
• Disclosure of interest by a director covers why an interested director drops out of the voting majority.
• Audit committee under section 177 covers a committee whose resolutions section 175 applies to in the same terms.

Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.