Section 175 — Passing of resolution by circulation

(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 p apers, 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