Adjournment of General Meeting – Analysis of Key Provisions

     

Adjournment of General Meeting – Analysis of Key Provisions

  1. Adjournment means to defer or suspend the Meeting to a future time, either at an appointed date or indefinitely or as decided by the members present at the scheduled Meeting. For a valid adjournment of a General Meeting, the holding of the Meeting at its scheduled time is necessary. A duly convened Meeting should not be adjourned arbitrarily by the Chairman. The Chairman may adjourn a Meeting with the consent of the members and shall adjourn a Meeting if so decided by the members. The Meeting may, however, be adjourned at any time. It may be adjourned after some items of business have been transacted and the remaining items can be transacted at the adjourned Meeting.

2.   Regulation 49 of Table – F of Schedule - I of the Act provides that the Chairman may, with the consent of any Meeting at which a Quorum is present, and shall, if so directed by the Meeting, adjourn the Meeting from time to time and from place to place and may adjourn the Meeting for bona fide reasons. Once a Meeting is called, the Chairman cannot adjourn it arbitrarily. Its continuance or adjournment rests entirely on the will of the members. If a Chairman vacates the Chair or adjourns the Meeting regardless of the views of the majority, those remaining, even if a minority, can appoint a Chairman and conduct the business left unfinished by the former Chairman. [Catesby v. Burnett, (1916) 2 Ch 325 (Ch D)].

3.  Where a Meeting is unlawfully adjourned by the Chairman thinking that he is not likely to succeed in his object, the remaining Members possess the right to continue the Meeting and conduct the business left un- transacted by the Chairman. [Seth Sobhag Mal Lodha v. Edward Mills. Co. Ltd., (1972) 42 Com Cases 1 at 18 (Raj)]. In the case of United Bank of India Ltd. v. United India Credit and Development Corporation Ltd. (1977) 47 Com Cases 689, it was held that every Chairman has the right to make a bona fide adjournment whilst a poll or other business is proceeding, if circumstances of violent interruption make it unsafe or seriously difficult for the members to tender their votes. The question will turn upon the intention and effect of the adjournment; if the intention and effect were to interrupt or delay the business, such an adjournment would be illegal; if, on the contrary, the intention and effect were to forward or facilitate it and no injurious effects would result, such an adjournment would generally be supported.

4.  If a Meeting is adjourned sine-die or for a period of thirty days or more, a Notice of the adjourned Meeting should be given in accordance with the provisions contained hereinabove relating to Notice. Instead of sending a fresh Notice for the adjourned Meeting, the notice of the original Meeting may be sent, under cover of an intimation specifying the day, date, time and place of the adjourned Meeting. The intimation should clarify that certain items of business had been transacted at the original Meeting, state the reasons for adjournment and list the remaining items of business to be transacted at the adjourned Meeting. The relevant explanatory statement in respect of such remaining items of business should also be given.

5.    If a Meeting is adjourned for a period of less than thirty days, in the case of listed companies with more than 5,000 Members, Notice thereof specifying the day, date, time and venue of the Meeting should be published immediately in a newspaper having a wide circulation within such States of India where more than 1,000 Members reside.

An adjourned Meeting is merely the continuation of the original Meeting and, unless the Articles provide otherwise, a fresh Notice of the adjourned Meeting is not necessary. However, it is desirable and a good corporate practice to make an announcement in newspapers regarding the adjournment of the Meeting, giving details of the day, date, time and place and the business to be transacted at the adjourned Meeting. Such announcement should also be placed on the website, if any, of the company.

6.  If a Meeting, other than a requisitioned Meeting, stands adjourned for want of Quorum, the adjourned Meeting should be held on the same day, in the next week at the same time and place or on such other day and at such other time and place as may be determined by the Board. In the case of listed companies with more than 5,000 Members, Notice thereof, specifying the day, date, time and venue of the Meeting, should be published immediately in a newspaper having a wide circulation within such States of India where more than 1,000 Members reside.

7.    If a Quorum is not present at a Meeting, the Meeting is not validly constituted for the transaction of business. If within half an hour from the time appointed for holding a General Meeting, a Quorum is not present, then in the case of a Meeting called by the Board, the Meeting must be adjourned to the same day in the next week at the same time and the same place.

8.  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.

9.   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.

10.    If, within half an hour from the time appointed for holding a requisitioned Meeting, a Quorum is not present, the Meeting shall stand cancelled.

11. At an adjourned Meeting, only the unfinished business of the original Meeting should be considered. If any new business has to be transacted, a fresh Meeting must be duly convened.

Related Post :

Key Provisions Relating to Adjournment of General Meeting Under Companies Act 2013

Quorum For General Meeting Under Companies Act 2013

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