Provisions related to the Adjournment of Board Meetings

This Article will contain all the provisions and compliances related to Adjournment of a Board meeting.

How a Board Meeting can be adjourned?

The Chairman can adjourn the meeting.

- Required quorum should be presented there, 

- The adjournment shouldn't be dissented, the Chairman should take the consent of all or majority of the directors before declaring adjournment.

- The adjournment can be objected by the directors, the Chairman should give them valid reasons for adjourning the meeting.

- The Chairman can not arbitrarily declare adjournment.

- The Board meeting can be adjourned at any stage of the Meeting.

Notice of an adjourned meeting:

The Notice of an adjourned Meeting shall be given to all Directors including those who did not attend the Meeting on the originally convened date and unless the date of adjourned Meeting is decided at the Meeting, Notice thereof shall also be given not less than seven days before the Meeting. 

An adjourned Meeting being a continuation of the original Meeting, the interval period in such a case, shall be counted from the date of the original Meeting.

Here two situations can happen if not occuring to next week or it was adjourned for an indefinite period.

Quorum:

If a Meeting of the Board could not be held for want of Quorum, then, unless otherwise provided in the Articles, the Meeting shall automatically stand adjourned to the same day in the next week, at the same time and place or, if that day is a National Holiday, to the next succeeding day which is not a National Holiday, at the same time and place. 

If there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled. and do a fresh meeting need to be called to check this.

Validity of Resolutions Passed at an Adjourned Meeting:

A resolution is passed at an adjourned BM meeting then the resolution shall, for ALL purposes, be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date.[Section 116]

Recording in Minutes:

In respect of a Meeting adjourned for want of Quorum, a statement to that effect by the Chairman or in his absence, by any other Director present at the Meeting shall be recorded in the Minutes.

This statement has to be entered with the serial number and type of the Meeting, name of the company, day, date, venue and time of commencement of the Meeting.

Entry in the Minutes Book

In general what happens that Minutes should be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting, but in the case of adjournment the Minutes in respect of the original Meeting as well as the adjourned Meeting shall be entered in the Minutes Book within thirty days from the date of the respective Meetings.

Illustration of above point:

ADJOURNMENT OF THE BOARD MEETING

The meeting was adjourned thereafter for half an hour in order to permit the Auditors to provide the Auditor's report on the Financial Statements for the year ended 31st March 2019 as approved by the Board. 

RECOMMENCEMENT OF ADJOURNED BOARD MEETING

The meeting recommenced at 12:45 P.M. to transact the remaining business.

Some Other provisions related to Adjournment of Board Meetings

Appointment of Directors at an Adjourned Board Meeting:

Section 152: (a) If the vacancy of the retiring director is not so filled-up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if that day is a national holiday, till the next succeeding day which is not a holiday, at the same time and place.

(b) If at the adjourned meeting also, the vacancy of the retiring director is not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring director
shall be deemed to have been re-appointed at the adjourned meeting, unless -

(i) at that meeting or at the previous meeting a resolution for the re-appointment of such director has been put to the meeting and lost;
(ii) the retiring director has, by a notice in writing addressed to the company or its Board of directors, expressed his unwillingness to be so re-appointed;
(iii) he is not qualified or is disqualified for appointment;
(iv) a resolution, whether special or ordinary, is required for his appointment or re-appointment by virtue of any provisions of this Act; or
(v) section 162 is applicable to the case.


Payment to Director for Loss of Office, etc., in Connection with Transfer of Undertaking, Property or Shares at an Adjourned Board Meeting:

Section 191: (1) No director of a company shall, in connection with—
(a) the transfer of the whole or any part of any undertaking or property of the company; or
(b) the transfer to any person of all or any of the shares in a company being a transfer resulting from-
 (i) an offer made to the general body of shareholders;
(ii) an offer made by or on behalf of some other body corporate with a view to a company becoming a subsidiary company of such body corporate or a subsidiary company of its holding company;
(iii) an offer made by or on behalf of an individual with a view to his obtaining the right to exercise, or control the exercise of, not less than one-third of the total voting power at any general meeting of the company; or
(iv) any other offer which is conditional on acceptance to a given extent, receive any payment by way of compensation for loss of office or as consideration for retirement from office, or in connection with such loss or retirement from such company or from the transferee of such undertaking or property, or from the transferees of shares or from any other person, not being such company, unless particulars as may be prescribed with respect to the payment proposed to be made by such transferee or person, including the amount thereof, have been disclosed to the members of the company and the proposal has been approved by the company in general meeting.

(2) Nothing in sub-section (1) shall affect any payment made by a company to a managing director or whole-time director or manager of the company by way of compensation for loss of office or as consideration for retirement from office or in connection with such loss or retirement subject to limits or priorities, as may be prescribed.

(3) If the payment under sub-section (1) or sub-section (2) is not approved for want of quorum either in a meeting or an adjourned meeting, the proposal shall not be deemed to have been approved.