Unanimous Resolution Under Companies Act, 2013


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UNANIMOUS RESOLUTION:

In general, unanimous means when all the people involved agree to the matter without any objection.

Meaning: A unanimous resolution is a form of voting used by the board to take decisions on certain matters. It means the resolution passed at the duly convened meeting of the Board of Directors where all the directors who attended the meeting are entitled to exercise the powers of voting conferred by or under the Companies Act, 2013 agreeing to the agenda.

In order to state a resolution as a unanimous resolution, below mentioned criteria need to be followed compulsorily, they are; 

  1. All the directors attending the meeting should vote in favor.
  2. No director should vote against it.
  3. No director should abstain from voting.

Example 1;

Total Number of Directors in the Company; 10

No. of Directors attended the meeting; 8

No. of Directors voted in the favor; 6

No. of Directors voted in the against; 1

No. of Directors abstain from voting; 1

Conclusion: Unanimous Resolution is not passed.

Example 2;

Total Number of Directors in the Company; 10

No. of Directors attended the meeting; 8

No. of Directors voted in the favor; 8

No. of Directors voted in the against; 0

No. of Directors abstain from voting; 0

Conclusion: Unanimous Resolution is passed.

In the Companies Act, 2013 Unanimous Board Resolution is mandatorily required under the below-mentioned Sections:

  1. Section 203– A company may appoint or employ a person as its managing director or manager, if he is already managing director or manager of one company (not more than one), such appointment is made or approved by a resolution passed at a meeting of the Board with the consent of all the Directors present at the meeting.
  2. Section 186– When a company gives a loan, guarantee, or provides security in connection with a loan to any other body corporate or acquires by way of subscription, purchase, or otherwise, the securities of any other body corporate within or within the limits mentioned under the section 186 of the Companies Act, 2013, it shall be authorized with the consent of all the Directors present at the meeting.
  3. Section 73– If a Company has issued deposits and already circulated circular to its members, then the company cannot remove the trustee without the consent of all the Directors present at the meeting.

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