# Resolutions Passed at an Adjourned Meeting

## Core Rule

When a resolution is passed at an adjourned meeting of:

the company,
the holders of any class of shares, or
the Board of Directors,

the resolution is treated for all purposes as having been passed on the date of the adjourned meeting (i.e., the date it was actually passed), and NOT any earlier date.

## Why this Matters

Removes inference of retrospective effect.
Clarifies the financial year / statutory deadline window.
Pegs filing windows (e.g., MGT-14 within 30 days) to the actual adjourned date.

## One-Line Memory Hook

'Adjourned = Actual date. No back-dating.'

Worked example

### Example 1

Example 1 — Filing window: Meeting on 5 March adjourned to 20 March; special resolution passed on 20 March. Answer: MGT-14 window starts from 20 March (not 5 March).

### Example 2

Example 2 — FY cut-off: Board meeting on 28 March adjourned to 5 April. Answer: Resolution date = 5 April; counts in next financial year.

### Example 3

Example 3 — Class meeting: Preference shareholders' meeting adjourned and resolved on the adjourned date. Answer: Sec 116 applies equally; treated as passed on adjourned date.

⚠️ Common exam mistakes

Treating the resolution as relating back to the originally scheduled date.
Applying Sec 116 only to general meetings and ignoring Board/class meetings.
Computing the filing period from the original meeting date instead of the adjourned date.

Bare-Act text Section 116 · Companies Act, 2013 · click to expand

Section 116: 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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Resolutions Passed at an Adjourned Meeting (Section 116)

Worked example

⚠️ Common exam mistakes