meeting

CA Pushpendra Gaur (CA in L & T) (2843 Points)
Replied 01 October 2009

Originally posted by :Manmohan
"	Define 'Adjournment' of meeting in context of Companies Act	"

please define about which meeting u want to ask

Manmohan ACA, CS (Chartered Accountant ) (14243 Points)
Replied 01 October 2009

Originally posted by :Pushpendra Gaur
"	Originally posted by :Manmohan " Define 'Adjournment' of meeting in context of Companies Act " please define about which meeting u want to ask	"

ANNUAL GENERAL MEETING

Vipul J. Bhavsar (Practice) (613 Points)
Replied 01 October 2009

Adjournment refers to a postponed meeting due lack of minimum no. of members present (Quorum) or only one member present etc.

An adjourned meeting stands cancelled is scheduled to be held specifying the date, time and place of the meeting in the adjourned meeting itself. Any decision made in the adjourned meeting except for the schedule of the next meeting stands void.

Ajay Mishra (Company Secretary) (74337 Points)
Replied 01 October 2009

Dear Mr. Manmohan

ADJURNMENT OF MEETING

Section 174(3) of the Companies Act, provides that if within half an hour from the time appointed for holding a meeting, the quorum is not present, the meeting shall stand adjurned to the same day in the next week, at the same time and place or to such other time and place, as the Board may determine. This mean that the Board has an option, unless the article otherwise provide to issue another notice by giving the required advance period of 21 clear days if the company proposes to hold the adjurned meeting at a time othe than the same day time next week.

Provided if the general meeting is called upon the requisition of members and the required quorum is not present with in half an hour from the time appointed for the meeting, in such situation the meeting shall stand dissolved.

According to section 174(5) , if at the adjourned meeting quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be quorum.

However, a single member present cannot by himself constitute quorum but a single member quorum is valid if such a direction has been issued by the CLB/Tribunal under section 167 or 168.

Regards

Manmohan ACA, CS (Chartered Accountant ) (14243 Points)
Replied 01 October 2009

It means that meeting can be adjourned only because of non-presence of of quorum , I don't agree wth you all.

Take a funny but realistic example

if in a meeting (AGM), a quarrel ( such as throwing of articles and stationery ) starts, but Quorum is present , as per you two this meeting can not be adjourned (since quorum is present).

Is it so ?

please make ur defination exhaustive, non presence of quorum is only one case........

BHAGYESH RAVANGE (C.A Job) (1528 Points)
Replied 01 October 2009

According to me The Chairman may, with the consent of any meeting at which a quorum is present, and if so directed by the meeting, adjourn the meeting from time to time and from place to place.

If I am wrong then tell the same

Manmohan ACA, CS (Chartered Accountant ) (14243 Points)
Replied 01 October 2009

Originally posted by :BHAGYESH RAVANGE
"	According to me The Chairman may, with the consent of any meeting at which a quorum is present, and if so directed by the meeting, adjourn the meeting from time to time and from place to place. If I am wrong then tell the same	"

So what do you want to say, a meeting can be adjourned only after it is properly held ?

clear this point . I simple words - which is True

A	ONLY a Valid meeting can be Adjourned
B	A meeting Adjourns only if it is invalid
C	A Valid meeting (automatically) adjourns and a valid meeting Can be Adjourned by Chairman

(Guest)

Meeting can be adjourned for the following purposes only,

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.

Meetings may be adjourned for want of requisite Quorum. The Chairman may adjourn a Meeting in the event of disorder or other like causes, where it becomes impossible to conduct the Meeting and complete its business.

Now, look at the highlited words,

If & if only it is impossible to complete the business in meeting, then whatever be the cause, meeting can be adjourned.

Some examples of reason:

(1) Flood, earthquake, like natural disaster

(2) members inappropriate behaviour, police investigation, death of director, etc. man made reason

the list can be the endless.

If you need further clarification than contact me

Ankur Shah (Practicing Company Secretary)

“Guru Gautam” Bungalow, Inside Parshwa Tower,

Nr. Shyamal Cross Road, 132ft. Ring Road,

Satellite, Ahmedabad – 15

Contact: + 91-9427633901

E-mail: ankurjewel @ gmail.com

Blog: csankur.blogspot.com

(Guest)

A	ONLY a Valid meeting can be Adjourned
B	A meeting Adjourns only if it is invalid
C	A Valid meeting (automatically) adjourns and a valid meeting Can be Adjourned by Chairman

first one is half true, as valid meeting can be adjourned not only

second one is true, for reason see below.

third one is true, for reason see below.

Let us check one by one

(A) Suppose there is valid meeting is going on, and the earthquake happens. So, it is impossible to complete the business, because every members will run away from the meeting spot to save their life.

(B) Suppose, there is quorum of 5 members & 6 members are present in the meeting. the chairman started the meeting as requisite quorum was present, but after 30 minutes of the meeting, it is discovered that 3 person was not the shareholder of the company.

So, the meeting will be adjourned, as it is invalid.

(C) (i) Automatic Adjournment : only chairman shall have power to adjourn meeting.

now, In a valid meeting the chairman dies after 30 minutes of meeting start.

So, this is the case of automatic adjournment, because chairman is died & nobody can announce on behalf of him in the meeting.

(ii) Chairman shall have a right to adjourn the valid meeting, This is simple, no reason required.

Manmohan ACA, CS (Chartered Accountant ) (14243 Points)
Replied 02 October 2009

Originally posted by :Manmohan
"	Originally posted by :BHAGYESH RAVANGE " According to me The Chairman may, with the consent of any meeting at which a quorum is present, and if so directed by the meeting, adjourn the meeting from time to time and from place to place. If I am wrong then tell the same Â " Â So what Â do you want to say,Â a Â meeting can be adjourned only Â after it is properly Â held ? clear this point . I simple wordsÂ - which is True A ONLY a Valid meeting can be Adjourned B A meeting Adjourns only if it is invalid C A Valid meeting (automatically) adjourns Â andÂ a valid meeting Can be Adjourned by Chairman Â Â	"

Manmohan ACA, CS (Chartered Accountant ) (14243 Points)
Replied 02 October 2009

Ankur,

I agree with you, but clear me on one point.

Can a meeting be adjourned due to non- presence of quorum?

I think answer will be NO! Because if quorum is not present, it is not a meeting - no business can be transacted, and since it is not a meeting, how can you adjourn it?

To start a meeting, Quorum must be present (members may leave after starting meeting – No problem in that), But unless quorum is not present at commencement, how can you start a meeting

And since meeting has not started, how can chairman adjourn it.

I know companies Law is silent is about this i.e. .definition of ‘Adjournment’

But schedule I states that

53. (1) 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.

(2) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(3) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

(4) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

My interpretation is above

So, I want to say that, A chairman has got no power to adjourn a meeting in no power to adjourn a meeting, if quorum approval is not taken, if quorum is not present, NO MEETING, NO APPROVAL AND NO ADJOURNMENT.

Again, it is given that No business shall be transacted, it denotes that quorum is present, business can be transacted, BUT article deliberately forbids, transact any business. ……………….

reply..........

Manmohan ACA, CS (Chartered Accountant ) (14243 Points)
Replied 02 October 2009

Originally posted by :Ankur Shah (PCS)
"	(B) Suppose, there is quorum of 5 members & 6 members are present in the meeting. the chairman started the meeting as requisite quorum was present, but after 30 minutes of the meeting, it is discovered that 3 person was not the shareholder of the company. So, the meeting will be adjourned, as it is invalid.	"

managers and directors, if they desire, are free to check identity of any person attending a meeting , subsequent finding that some members are not genuine, invalidates the meeting from initio (begaining ) and no business can be in such a meeting, Further any business(s) taransacted in that meeting is/ are defunct i.e . ineffective

so I can not digest this example

(Guest)

managers and directors, if they desire, are free to check identity of any person attending a meeting , subsequent finding that some members are not genuine, invalidates the meeting from initio (begaining ) and no business can be in such a meeting, Further any business(s) taransacted in that meeting is/ are defunct i.e . ineffective

so I can not digest this example

Your Viewpoint is wrong.

Only in the Contract act transaction becomes void ab initio & not in the company act, 1956.

The resolution passed at that meeting are subject to ratification in the adjourned meeting.

Note: In company law any wrong act done by company never become the Void ab initio.

That act of company may be subject to ratification from the Goct. authority or shareholders.

or company has to plead for the condonation of delay.

The word ab intio is not applicable to Company act any where.

(Guest)

Can a meeting be adjourned due to non- presence of quorum?

Yes, your concept of NO MEETING, NO APPROVAL AND NO ADJOURNMENT.

is wrong.

Because if the chairman has to ask the quorum for adjournment,

then in case of no quorum, How the meeting will be adjourned?

Does everybody shall have to go to the home without declaring any thing or chairman shall have to declare the meeting as adjourned using his common sense?

I think that, now you got the answer.

So, even where no quorum is present the meeting is the valid meeting,

however for transacting the business validly it is adjourned by the chairman.