Companies Act, 2013 Procedure

Procedure for Adjournment of General Meeting

Napur Rathore
Nupur Rathore

Published on: Sep 29, 2020

Introduction

If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine. [Section 103(2)(a)]

Mandatory Requirements

  1. If at the adjourned meeting also, a quorum is not present within half-an-hour from the time appointed for holding meeting, the members present shall be the quorum. [Section 103(3) and Clause 15.4 of Secretarial Standard on General Meetings]
  2. A duly convened Meeting shall not be adjourned unless circumstances so warrant. [Clause 15.1 of Secretarial Standard on General Meetings]
  3. Meetings shall stand adjourned for want of requisite Quorum but the Chairman may adjourn a Meeting with the consent of the Members, at which a Quorum is present, and shall adjourn a Meeting if so directed by the Members. [Clause 15.1 of Secretarial Standard on General Meetings]
  4. The Chairman may also adjourn a Meeting in the event of disorder or other like causes, when it becomes impossible to conduct the Meeting and complete its business. [Clause 15.1 of Secretarial Standard on General Meetings]
  5. An adjourned Annual General Meeting adjourned for want of quorum or otherwise, shall not be held on a National Holiday, only if any item relating to filling up of vacancy of a director retiring by rotation is included in the agenda of such adjourned Meeting. [Clause 15.4 of Secretarial Standard on General Meetings]

Following Procedure is to be followed

  1. In case of an adjourned meeting or of a change of day, time or place of meeting, the Company shall give not less than three days’ notice to the members either individually or by publishing an advertisement in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the Registered Office of the Company is situated. [Clause 15.4 of Secretarial Standard on General Meetings]
  2. If a Meeting is adjourned for a period of less than thirty days, the company shall give not less than three days’ Notice specifying the day, date, time and venue of the Meeting, to the Members either individually or by publishing an advertisement in a vernacular newspaper in the principal vernacular language of the district in which the Registered Office of the Company is situated, and in an English newspaper in English language, both having a wide circulation in that district. [Clause 15.3 of Secretarial Standard on General Meetings]
  3. If a Meeting is adjourned for a period not exceeding three days and where an announcement of adjournment has been made at the Meeting itself giving in the details of day, date, time, venue and business to be transacted at the adjourned Meeting, the company may also opt to give Notice of such adjourned Meeting either individually or by publishing an advertisement, as stated above. [Clause 15.3 of Secretarial Standard on General Meetings]
  4. If a Meeting, other than an Annual General Meeting and a requisitioned Meeting, stands adjourned for want of Quorum, the adjourned Meeting shall be held on the same day, in the next week at the same time and place or on such other day or at such other time and place as may be determined by the Board. [Clause 15.4 of Secretarial Standard on General Meetings]
  5. If a Meeting, is adjourned for want of a Quorum to the same day on the next week, at the same time and place or with a change of day, time or place, the company shall give not less than three days’ Notice specifying the day, date, time and venue of the Meeting, to the Members either individually or by publishing an advertisement in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district. [Clause 15.4 of Secretarial Standard on General Meetings]
  6. If, at an adjourned Meeting, Quorum is not present within half an hour from the time appointed, the Members present, being not less than two in number, will constitute the Quorum. [Clause 15.4 of Secretarial Standard on General Meetings]
  7. An adjourned Annual General Meeting, adjourned for want of quorum or otherwise, shall not be held on a National Holiday, only if any item relating to filling up of vacancy of a director retiring by rotation is included in the agenda of such adjourned Meeting. [Clause 15.4 of Secretarial Standard on General Meetings]
  8. The company shall ensure compliance of the provisions of holding the Annual General Meeting every year, including adjournment thereof within a gap of not exceeding 15 months from the date of the previous Annual General Meeting or within such extended period permitted by the Registrar of Companies. [Clause 15.4 of Secretarial Standard on General Meetings]
  9. If, within half an hour from the time appointed for holding a Meeting called by requisitionists, a Quorum is not present, the Meeting shall stand cancelled. [Clause 15.5 of Secretarial Standard on General Meetings]
  10. At an adjourned Meeting, only the unfinished business of the original Meeting shall be considered. Any Resolution passed at an adjourned Meeting would be deemed to have been passed on the date of the adjourned Meeting and not on any earlier date. [Clause 15.6 of Secretarial Standard on General Meetings]
  11. Preparation and Signing of Minutes [Section 118 and SS-2]
    Refer the Procedure for Preparation, Signing and Compilation of Minutes of General Meeting.
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