Section 179

Passing of resolution by the directors through circulation.—(1) A resolution in writing [1][approved by majority of] the directors or the committee of directors for the time being entitled to receive notice of a meeting of the directors or committee of directors shall be as valid and effectual as if it had been passed at a meeting of the directors or the committee of directors duly convened and held.

(2) A resolution shall not be deemed to have been duly passed, unless the resolution has been circulated, together with the necessary papers, if any, to all the directors.

(3) 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.

(4) A directors’ agreement to a written resolution, passed by circulation, once [2][approved], may not be revoked.

[1] Substituted through Companies Amendment Act, 2021 dated 03-12-2021. Before substitution it was:

“signed by all”

[2] Substituted through Companies Amendment Act, 2021 dated 03-12-2021. Before substitution it was:

“signified”