Procedure for Adjournment of Board Meeting

Naveen Khandelwal

Naveen Khandelwal

Published on: Sep 30, 2020

Khushboo Sharma

Updated on: Jun 16, 2023

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Introduction

Where a meeting of the Board could not be held for want of quorum, then, unless the articles of the company otherwise provide, the meeting shall automatically stand adjourned to the same day at the same time and place in the next week or if that day is a national holiday, till the next succeeding day, which is not a national holiday, at the same time and place. [Section 174(4)]

Applicable Provisions:

1. Section 174 of Companies Act, 2013
2. Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014
3. Clauses of Secretarial Standard on meetings of Board of Directors(SS-1)

Mandatory Requirements

1. An adjourned Meeting being a continuation of the original Meeting, the interval period in such a case, shall be counted from the date of the original Meeting. [Clause 2.1 of SS-1]
2. The Chairman may, unless dissented to or objected by the majority of Directors present at a Meeting at which a Quorum is present, adjourn the Meeting for any reason, at any stage of the Meeting. [Clause 1.1.2 of Secretarial Standard on meetings of Board of Directors (SS-1)]

Following Procedure is to be followed

• Calling of Adjournment of Board Meeting
  1. Notice of an adjourned Meeting shall be given to all Directors including those who did not attend the Meeting on the originally convened date and unless the date of adjourned Meeting is decided at the Meeting, Notice thereof shall also be given not less than seven days before the Meeting. [Clause 1.3.6 of SS-1]
  2. Notice shall inform the directors regarding the option available to them to participate through video conferencing mode or other audio visual means, and shall provide all the necessary information to enable the directors to participate through video conferencing mode or other audio visual means.
  3. A director intending to participate through video conferencing or audio visual means shall communicate his intention to the Chairperson or the company secretary of the company sufficiently in advance so that company is able to make suitable arrangements in this behalf. [Rule 3(3) of the Companies (Meetings of Board and its Powers) Rules, 2014]
  4. Each item of business to be taken up at the Meeting shall be serially numbered. Numbering shall be in a manner which would enable ease of reference or cross-reference. [Clause 1.3.9 of Secretarial Standard on meetings of Board of Directors)]
• Convening of Board Meeting
  1. If a Meeting of the Board could not be held for want of Quorum, then, unless otherwise provided in the Articles, the Meeting shall automatically stand adjourned to the same day in the next week, at the same time and place or, if that day is a National Holiday, to the next succeeding day which is not a National Holiday, at the same time and place. If there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled. [Clause 3.4.1 of SS-1]
  2. The Chairman of the Company shall be the Chairman of the Board. If the company does not have a Chairman, the Directors may elect one of themselves to be the Chairman of the Board to conduct the meeting.
  3. The Chairman shall request the Director participating through Electronic Mode to state his full name and location from where he is participating and shall record the same in the Minutes. The proceedings of such Meetings shall be recorded through any electronic recording mechanism and the details of the venue, date and time shall be mentioned.
  4. Directors participating through Electronic Mode shall be deemed to have signed the attendance register, if their attendance is recorded in the attendance register and authenticated by the Company Secretary or where there is no Company Secretary, by the Chairman or by any other Director present at the Meeting, if so authorized by the Chairman and the fact of such participation is also recorded in the Minutes.
  5. Permission of Chairman shall be taken with the consent of a majority of the Directors present in the Meeting for taking up any item not included in the Agenda. The decision taken in respect of any other item shall be final only on its ratification by a majority of the Directors of the company, unless such item was approved at the Meeting itself by a majority of Directors of the company.
  6. Check that vote of thanks is given to the Chair at the conclusion of the Board Meeting.
• Preparation and Signing of Minutes
  The Minutes in respect of the original Meeting as well as the adjourned Meeting shall be entered in the Minutes Book within thirty days from the date of the respective Meetings. [Clause 7.5.1 of Secretarial Standard on meetings of Board of Directors] [Refer the Procedure for Preparation, Signing and Compilation of Minutes of Board Meeting].