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Section175
The Companies Act, 2013

Passing of resolution by circulation

In force From 01 Apr 2014 Act 18 of 2013 As on 15 Oct 2026

Act 18 of 2013 Ministry Corporate Affairs Enacted 29 Aug 2013 In force 01 Apr 2014 Instruments 6

Section 175 of the Companies Act, 2013 deals with passing of resolution by circulation. 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 regi The Act came into force on 01 Apr 2014.

(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.

Section 175, The Companies Act, 2013 (Act 18 of 2013).

Related judgements & precedents

These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.

  1. Mr. Rahul Vijaybhai Kansara vs Naran Lala Private Limited

    NCLT - National Company Law Tribunal, Ahmedabad, Gujarat 08 Jan 2026 Persuasive (Tribunal)

    Court's Decision & Legal Precedent

    Two of four directors rejected a circular resolution to convene an EOGM and demanded that the matter be placed before a duly convened Board meeting, but the Chairman declared the resolution passed by exercising a casting vote. The Tribunal held that although these contentions raise questions of procedural regularity under Section 175 and Secretarial Standard-1, any such irregularity in the circular resolution stood cured by the subsequent approval of the resolutions by shareholders holding 67.39% at the EOGM, and that a defective circular resolution does not by itself amount to oppression or mismanagement under Sections 241 and 242.

    On this section: Applies the proviso to Section 175(1), under which a resolution cannot be passed by circulation if not less than one third of the directors require it to be decided at a meeting, and holds that a breach of it at Board level is curable by shareholder ratification of the resulting general-meeting resolutions.

    Read the full order on eCourts India

The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.

Made under this section, and citing it

5 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.

Another 1 instrument names this provision in its title or its text without being made under it.

All subordinate legislation

Questions about Section 175

What have the courts held on Section 175 of the Companies Act?

Mr. Rahul Vijaybhai Kansara vs Naran Lala Private Limited (08 Jan 2026) is the leading judgment on this section among those set out below: Applies the proviso to Section 175(1), under which a resolution cannot be passed by circulation if not less than one third of the directors require it to be decided at a meeting, and holds that a breach of it at Board level is curable by shareholder ratification of the resulting general-meeting resolutions.

How do I find court cases under Section 175 of the Companies Act?

In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 175, section 175 Companies Act, section 175 of the Companies Act. People searching for it also type companies act 175a and companies act 175 4. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 1 reported judgment on this section is set out on this page, beginning with Mr. Rahul Vijaybhai Kansara vs Naran Lala Private Limited (08 Jan 2026).

What should I read with Section 175 of the Companies Act, and has it changed?

The rules and notifications made under it are where it actually bites, and there are 5: most recently Companies ( meetings of board and its powers) (Amendment) Rules, 2017 (2017), then Companies(Meetings of Board and its Powers) Second Amendment Rules (2017), and 3 more.

When did Section 175 of the Companies Act come into force?

Section 175 of the Companies Act, cited as Companies Act 175, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.

Other sections of this Act

Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.