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Microlesson · 5-min read

Resolutions Passed at Adjourned Meeting (Section 116)

# Resolutions Passed at Adjourned Meeting

## Core Rule

Where a resolution is passed at an adjourned meeting of:

  • a company; or
  • the holders of any class of shares in a company; or
  • the Board of Directors of a company,

the resolution shall be treated as having been passed on the day on which it was actually passed and not on any earlier date.

## Key Takeaway

The deemed date of passing follows the actual date of the adjourned meeting, not the originally scheduled date. This is important for:

  • Computing timelines for filing with Registrar (e.g., 30-day filing under Section 117).
  • Determining effective dates of contractual or corporate actions.

## Quick Reference Table

EventDate treated as date of passing
Original meeting (no adjournment)Date of original meeting
Adjourned meetingDate of adjourned meeting (actual passing)

Worked example

### Example 1

Example 1 — Adjourned EGM

The EGM of Purple Cosmetics Private Limited was due to be held on Thursday, 23rd June, 2022. Due to want of quorum, the meeting was adjourned to Thursday, 30th June, 2022, and two resolutions were passed on that date.

Answer: As per Section 116, the two resolutions are deemed to have been passed on the adjourned date i.e., Thursday, 30th June, 2022 and not on the earlier date of 23rd June, 2022.

⚠️ Common exam mistakes

  • Treating the originally scheduled meeting date as the date of passing — Section 116 expressly fixes the actual (adjourned) date as the date of passing.
  • Forgetting that Section 116 applies equally to general meetings, class meetings, and Board meetings.
  • Computing 30-day filing limits under Section 117 from the original meeting date instead of the adjourned date.
Bare-Act text Section 116 · Companies Act, 2013 · click to expand
Where a resolution is passed at an adjourned meeting of — (a) a company; or (b) the holders of any class of shares in a company; or (c) the Board of Directors of a company, 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.
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