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Microlesson · 5-min read

Adjournment of Meeting

# Adjournment of Meeting

## What is Adjournment?

Adjournment = Postponement of a meeting (after it has commenced) to a later date/time. It differs from cancellation — the meeting continues from where it left off.

## Source of Power

Adjournment provisions are typically contained in the Articles of Association (AOA). The Chairman has powers to adjourn in specific circumstances.

## When Can the Chairman Adjourn?

1. Quorum not present (after waiting half hour) → Adjourn to same day next week

2. Essential to take a poll → To complete proper voting procedure

3. As per provisions of AOA

## Fresh Notice for Adjourned Meeting?

General Rule: No new notice needs to be given (unless AOA provides otherwise).

Exceptions — Fresh notice IS required if:

1. The meeting is adjourned for 30 days or more, OR

2. New business is to be transacted at the adjourned meeting

## Date of Resolution at Adjourned Meeting

The date of an adjourned meeting = the actual date on which the resolution is passed (NOT the date of the original meeting).

This is important for:

  • Computing limitation periods
  • Filing with ROC
  • Effective date of resolution

## Key Takeaway

Adjournment is a procedural continuation, not a fresh meeting — but if the gap is 30+ days or new business is added, treat it as fresh for notice purposes.

Worked example

### Example 1

Example 1 — Date of Resolution:

ABC Ltd.'s AGM was held on 15th September but adjourned (for want of quorum on a specific item) and reconvened on 22nd September when the resolution was finally passed. What is the date of the resolution?

Solution: The date of the resolution is 22nd September (the actual date of passing at the adjourned meeting), not 15th September.

### Example 2

Example 2 — Fresh Notice Required?:

A meeting is adjourned from 10th October to 5th November (26 days) and no new business is added. Is fresh notice required?

Solution: No. Gap is less than 30 days and no new business → No fresh notice required.

⚠️ Common exam mistakes

  • Treating the adjourned meeting date as the date of the original meeting for the resolution
  • Forgetting that fresh notice IS needed if adjournment is 30+ days OR new business added
  • Confusing adjournment (postponement) with cancellation
Bare-Act text Section 103(2) · Companies Act, 2013 · click to expand
If a quorum is not present within half-an-hour from the time appointed for holding a meeting of the company— (a) 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; or (b) the meeting, if called by requisitionists under section 100, shall stand cancelled.
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