whether adjournment of board meeting valid?
This query is : Resolved
15 July 2011
In a board meeting there was was no problem about quorum but all the agenda could not be concluded due to time constrain. Hence if a decision is taken to adjourn it to another date to settle the unsettled issues whether can be treated for a valid reason of adjournment?
In this regard AOA is clearly stated that even a board meeting can be adjourned subject to restriction if any otherwise provided by section 285 of the company's Act.
Whether such a reference of AOA give strength the company to go for adjournment in this case? Please suggest.
In this regard AOA is clearly stated that even a board meeting can be adjourned subject to restriction if any otherwise provided by section 285 of the company's Act.
Whether such a reference of AOA give strength the company to go for adjournment in this case? Please suggest.
15 July 2011
Yes the Board meeting can be adjourned to the next day at the same place and same time as all the agenda could not be completed. This adjourned meeting shall not be called as adjourned meeting but shall be continuing meeting.
The meeting if adjourned with mutual consent for any other day is called adjourned meeting and it is possible as the quorum was not a problem.
In case of there is no quorum then the same is automatically adjourned to the the next week on the same day and same time.
The meeting if adjourned with mutual consent for any other day is called adjourned meeting and it is possible as the quorum was not a problem.
In case of there is no quorum then the same is automatically adjourned to the the next week on the same day and same time.
16 July 2011
thanks Mr. Agarwal but i just want the reference of company's Act where adjournment of Board meeting in another date is mentioned.
Secondly, Say in day1 there were 6 agenda and the last agenda was adoption of annual accounts by the Board member. Now after 4th agenda the meeting discontinued and it was referred certain further changes in Annual Accounts now on the adjourned meeting (the date fixed up in day1) when the accounts was placed it was placed with the changes as suggested in day1 the same will be placed before the Board for adoption. Is it technically correct?
Secondly, Say in day1 there were 6 agenda and the last agenda was adoption of annual accounts by the Board member. Now after 4th agenda the meeting discontinued and it was referred certain further changes in Annual Accounts now on the adjourned meeting (the date fixed up in day1) when the accounts was placed it was placed with the changes as suggested in day1 the same will be placed before the Board for adoption. Is it technically correct?
03 August 2025
Great questions! Let me clarify the legal position regarding adjournment of Board meetings under the Companies Act and your specific scenario about agenda items.
1. Legal Reference for Adjournment of Board Meeting:
The Companies Act, 2013 (and similarly the old Act, 1956) does not explicitly mention "adjournment" of Board meetings like it does for general meetings.
However, Section 174(1) of the Companies Act, 2013 states that the quorum for a Board meeting shall be fixed and if not present, the meeting cannot be held. If quorum is present, the meeting is valid.
Adjournment of Board meetings is largely governed by Articles of Association (AoA) of the company or by Board’s own discretion as per usual meeting practices.
Section 285 of the Companies Act, 1956 (now repealed but often cited in older references) had no direct provision on Board meeting adjournment. So, AoA becomes the guiding document.
Hence, if your AoA permits adjournment of Board meetings, such adjournment is valid.
2. Regarding Adjournment on the Same Day or Different Date:
If the Board meeting cannot be completed on the same day, it can be adjourned to another day and time with the consent of the members present, provided the quorum is met in the resumed meeting.
If adjourned to another day, the resumed meeting is sometimes called an “adjourned meeting”.
3. On the Scenario of Agenda Items and Adoption of Annual Accounts:
If on Day 1, the meeting is adjourned after discussing some agenda items and to revisit Annual Accounts after some changes are made, then
On the resumed (adjourned) meeting, the accounts as revised (based on suggestions from Day 1) can be placed for approval and adoption.
This is technically correct and common practice because the Board is the authority to approve accounts, and it is prudent that the accounts reflect all changes discussed earlier.
The key is that proper notice for the adjourned meeting should be given to all directors and quorum must be present.
Summary:
Point Position
Legal basis for adjournment Articles of Association or Board’s resolution
Adjournment on same day or later? Possible with consent & quorum
Adoption of revised accounts after adjournment Valid, as accounts reflect suggested changes
1. Legal Reference for Adjournment of Board Meeting:
The Companies Act, 2013 (and similarly the old Act, 1956) does not explicitly mention "adjournment" of Board meetings like it does for general meetings.
However, Section 174(1) of the Companies Act, 2013 states that the quorum for a Board meeting shall be fixed and if not present, the meeting cannot be held. If quorum is present, the meeting is valid.
Adjournment of Board meetings is largely governed by Articles of Association (AoA) of the company or by Board’s own discretion as per usual meeting practices.
Section 285 of the Companies Act, 1956 (now repealed but often cited in older references) had no direct provision on Board meeting adjournment. So, AoA becomes the guiding document.
Hence, if your AoA permits adjournment of Board meetings, such adjournment is valid.
2. Regarding Adjournment on the Same Day or Different Date:
If the Board meeting cannot be completed on the same day, it can be adjourned to another day and time with the consent of the members present, provided the quorum is met in the resumed meeting.
If adjourned to another day, the resumed meeting is sometimes called an “adjourned meeting”.
3. On the Scenario of Agenda Items and Adoption of Annual Accounts:
If on Day 1, the meeting is adjourned after discussing some agenda items and to revisit Annual Accounts after some changes are made, then
On the resumed (adjourned) meeting, the accounts as revised (based on suggestions from Day 1) can be placed for approval and adoption.
This is technically correct and common practice because the Board is the authority to approve accounts, and it is prudent that the accounts reflect all changes discussed earlier.
The key is that proper notice for the adjourned meeting should be given to all directors and quorum must be present.
Summary:
Point Position
Legal basis for adjournment Articles of Association or Board’s resolution
Adjournment on same day or later? Possible with consent & quorum
Adoption of revised accounts after adjournment Valid, as accounts reflect suggested changes
You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now
Click here to login now
Similar Resolved Queries
Unanswered Queries
- Interest on Late of Payment of Liablity
- Su Moto Cancellation - more than 3 years gone - how to retrieve RC - Reg.
- Difference between Amount paid/credited currently (B) and Stamp Duty Value (C) is more than 20%.
- Fixed asset entry in tally
- GENERATE E-INOICE IF TURNOVER EXCEED 5 CR FROM YODAY
- Can the Developer ask for such unreasonable transfer charges without any basis
- Understand this confusing IT notice
- ROC Filing Pending
- Taxability in hand of employee
- Updated return invalid tax paid status
- No Compliences after incorporation
- USEFUL LIFE OF USED/SECOND HAND COMMERCIAL VEHICLES
- Claiming TDS deducted by builder on Hardship compensation and Corpus
- Address Change to another state of a Registered Trust with 12AB approval
- Updated return in budget 2026
- Clarification Required on GST Rate & HSN Classification – Millet-Based Probiotic Drink
- TDS Return filing if only have 15G /15H deductions and no other payments
- 80G deduction eligibility
- GST on Tobacco - as per new notification
- Cant amend a 26QB
Trending Online Classes
-
DT & Audit (Exam Oriented Fastrack Batch) - For May 26 Exams and onwards Full English
CA Bhanwar Borana & CA Shubham Keswani -
IDT LIVE Exam Oriented Batch | May 2026, Sept 2026 & Jan 2027
CA Arpita Tulsyan
CAclubindia
