Companies Act, 2017 — section 179

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. 1 Subs. by Act No. XXXVII of 2021, s.16

(4)A directors’ agreement to a written resolution, passed by circulation, once 1[approved], may not be revoked.