Directors’ Resolution in Writing (DRIW)

Directors’ Resolution in Writing (DRIW) is a written document consisting of resolutions passed by the directors when a physical meeting is not held. It needs to be posted in the minute book of the company and maintained by the company secretary. It can either be a physical copy or an electronic version.

DRIW is a quick and convenient way to resolve urgent matters as it’s not always possible for every director to be present in person on all occasions. Any resolution that doesn’t require the involvement of the shareholders can be passed via written means unless mentioned in the Company’s Memorandum and Articles of Association.

How to request for a Directors’ Resolution in Writing

To request a written resolution, the company needs to send the text of the resolution that needs to be passed to all the members who have a voting right during the general meeting, via email, post, or website. It should also state the deadline to cast their vote and the process for the same.

As per Section 184D of the Companies Act, if any member or members of the company representing at least 5% of the total members who have a right to vote in a general body meeting request for a physical meeting, the company would have to oblige and hold one instead of passing a written resolution.

How is a Director’s written resolution passed?

The entitled directors can vote through any of the channels – sending signed documents, acknowledgment via email or website. A resolution is passed if a majority of the directors are in favor of the notion unless stated in the company’s constitution.

A company needs to keep track of its resolutions passed, including DRIW, for 10 years from the date of the resolution. In case of an audit, the Auditors would want to see the records and the dates of all the DRIWs passed during your financial year up to the date of the Auditor’s Report.