Rules for writing Director's Resolution by Circulation (DCR)- Sotterchya

A Resolution proposed to be passed by circulation shall be sent in draft, together with supporting papers

to all the Directors separately, and in the case of a Committee, to all the members of the Committee. It will be appropriate if only those matters, which are of an urgent nature are approved through the Resolutions by circulation.

ii. The Resolution as to be passed by circulation and the supporting papers shall be circulated by hand, or by post, or by facsimile, or by e-mail or by any other electronic mode.

iii. The Resolution shall be deemed to have been passed on the date on which it is signed and dated as approved by all the Directors then in Bangladesh, being not less than the Quorum, or on the date on which it is approved by the majority of the Directors entitled to vote on the Resolution, whichever is earlier.

iv. Resolutions sent for passing by circulation shall be noted along with the decision thereof, at the next Meeting of the Board or Committee, as the case may be, and to be recorded in the Minutes of such Meeting.

v. The annual accounts of a company shall be approved at a Meeting of the Board and shall not be by a Resolution by circulation.

vi. Quarterly or half-yearly financial results shall be approved at a Meeting of the Board or its Committee and shall not be by a Resolution by circulation.

vii. In the case of a listed company, if there is any material variance between un-audited and audited results, the review report of the Auditors shall also be discussed and approved at a Meeting of the Board and not approved by a Resolution by circulation.

The term "resolution" has not been specifically defined under the Companies Act 2013 (“Act”). The “resolution” refers to formal decision of a meeting on a particular item placed before the meeting. Generally, resolutions are passed at a meeting but the Act also permits passing of resolutions by directors by circulation. Except for certain specified matters, Board resolution may be passed by circulation in all the matters.

The DCR must be included in the agenda of the board meeting. The agenda must be recorded in the meeting minutes. Agenda must be approved by the Director and approved by the Chairperson. There is no requirement that all the directors must agree on the matter on which the DCR is to be made. More than one third will do. The DSR will be presented by the company secretary, and the directors will approve or disapprove of it. If the minutes of the board meeting are recorded and the minutes are signed by the chairman, there is no provision in the DCR to revoke dissent. If cancellation is to be presented at the next board meeting it should be passed. There is no provision for any DC to be passed in advance and enrolled later in the board meeting.

Specific subject in DCR, here subject means meeting agenda, date, details, director name, signature is mandatory.

DCR is mainly based on four issues; Namely: 1. General business management and listing, 2. Specific items on business, 3. Corporate items or management of corporate functions, 3. Addition of additional items in case of listed companies.

Sample of DIRECTORS’ RESOLUTION BY CIRCULATION (DCR)

XYZ & COMPANY LIMITED

Kalurghat, Chattogram.

 

DIRECTORS’ RESOLUTION BY CIRCULATION

Date: 8th September, 2023

Agenda: Appointment of ‘Alternate Director’ in absence of Director, Mr.  PK Khan in Board and Board Committee meetings.

Reference to letter (REF: XYZ-AD-GCEO-7862022) from Director Mr. PK Khan dated 5th September, 20… requesting Group CEO of AKK to inform the Chairman and Board Members for the appointment of an alternate Director during his absence to represent him in the Board and Board Committee meetings.

In the said letter, Director Mr..PK Khan Khan proposed nomination of Mr. PK Khan, a shareholder of the Company, as Alternate Director under Section 101 of the Companies Act 1994 read with Article 85A of the Articles of Association of XYZ  & Company Limited. Copy of the letter and relevant provisions under the Companies Act 1994 and the Articles of Association of XYZ are attached.

 The Board of Directors of the company may pass the following resolution for the appointment of an ‘Alternate Director’, during the absence of Director Mr. ……………. Khan to represent him in the Board and Board Committee meetings.

 

“RESOLVED THAT

 i) Board hereby approves appointment of Mr. PK Khan, a shareholder of XYZ  & Company Limited as ‘Alternate Director’ of Director, Mr. ……………….. Khan in his absence to represent him in the Board and Board Committee meetings with immediate effect.

ii) The appointment of Mr.PK Khan as ‘Alternate Director’ shall be applicable during any absence of Director, Mr. PK Khan from the Country until further resolution.

iii) The Company Secretary is hereby directed to take necessary actions in this regard.

The aforesaid resolution is hereby passed as the Directors’ Resolution by Circulation, which will be placed for ratification in the regular Board meeting."

 

Name of the Directors:      Designation:                                         Signature:

1. Ms. XYZ                            Chairman

2. Mr. Martin L Khan              Director

3. Mr. Kabir L Khan                Director

 

DESH TELECOM LIMITED

50, Gulshan Avenue, Dhaka-1212.

DIRECTORS’ RESOLUTION BY CIRCULATION (DCR)

Date: 27^th January– 2023

Subject: - Request for encashment of Fixed Deposit no-2026991 and 3026997 with Sonali Bank Limited, Gulshan Branch, Dhaka, Bangladesh, in the name of DESH TELECOM LIMITED

On behalf of DESH TELECOM LIMITED, we request for encashment of FDR  No.2026991.. and 3026997.. with Sonali  Bank Limited, Gulshan Branch., Dhaka, Bangladesh amounting Tk. 5,00,00,000.00 (Five Crore Tk.only) and 1,00,00,000.00 (One Crore Tk. only) in the name of DESH TELECOM LIMITED.      

RESOLVED THAT, the Fixed Deposit Receipt No. 2026991..., Opening Date:16.06.2022 for 06 month, which has been matured on 16/12/2022 and Fixed Deposit Receipt No. 3026997..., opening Date:23.06.2022 for 06 months, which has been matured on 23.12.202 by Sonali Bank Limited, Gulshan Branch, Dhaka, Bangladesh in the name of DESH TELECOM LIMITED be encashment along with interest.

02. Nomination of Directors to encashment the FDR: 

Name of Nominated  Director          Designation          Signature

1.  Mr. A.D Samsung           Chairman

2. Mrs. Kotibal Z Noman      Director 

3.     Mr. KM Taibu                Director

4. Mr.  Zikara Ph                  Director 

The aforesaid resolution may be passed by Directors’ Resolution by Circulation (DCR) in connection with the above- mentioned subject which shall remain in force until further notice in writing. That is DCR will be submitted & ratified in the regular Board Meeting.