Companies Act, 1956
Sec 289 - Passing of resolutions 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 to all the members of the committee, then in India (not being
less in number than the quorum fixed for a meeting of the Board or committee,
as the case may be), and to all other directors or members at their usual
address in India, and has been approved by such of the directors as are then in
India, or by a majority of such of them, as are entitled to vote on the
resolution.