Thursday, 30 July 2015

Decoding Secretarial Standards – Adjournment of meetings

In this post, I will discuss Secretarial Standards related to Adjournment of meetings under SS – 2.
Adjournment of Meetings:
A duly convened Meeting shall not be adjourned unless circumstances so warrant. The Chairman may adjourn a Meeting with the consent of the Members, at which a Quorum is present, and shall adjourn a Meeting if so directed by the Members. [Paragraph 15.1]

Meetings shall stand adjourned for want of requisite Quorum. [Background Paragraph 1 after Paragraph 15.1]
The Chairman may also adjourn a Meeting in the event of disorder or other like causes, when it becomes impossible to conduct the Meeting and complete its business. [Background Paragraph 1 after Paragraph 15.1]
The Chairman may adjourn a meeting:

  • For want of quorum,
  • In event of disorder or like causes,
  • With consent of member, when circumstances warrant, or
  • So directed by (majority of) members.
If a Meeting is adjourned sine-die or for a period of thirty days or more, a Notice of the adjourned Meeting shall be given in accordance with the provisions contained hereinabove relating to Notice. [Paragraph 15.2]
If a Meeting is adjourned for a period of less than thirty days, the company shall give not less than three days’ Notice specifying the day, date, time and venue of the Meeting, to the Members either individually or by publishing an advertisement in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district. [Paragraph 15.3]
If a Meeting, other than a requisitioned Meeting, stands adjourned for want of Quorum, the adjourned Meeting shall be held on the same day, in the next week at the same time and place or on such other day, not being a National Holiday, or at such other time and place as may be determined by the Board. [Paragraph 15.4]
An adjourned meeting of a meeting adjourned for want of quorum shall not be held before seven day.
If a Meeting is adjourned for want of a Quorum to the same day on the next week, at the same time and place or with a change of day, time or place, the company shall give not less than three days’ Notice specifying the day, date, time and venue of the Meeting, to the Members either individually or by publishing an advertisement in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district. [Background Paragraph 1 after Paragraph 15.4]
If, at an adjourned Meeting, Quorum is not present within half an hour from the time appointed, the Members present, being not less than two in number, will constitute the Quorum. [Background Paragraph 2 after Paragraph 15.4]
This is very important provision. In case of an adjourned meeting after half an hour any two or more members shall be a quorum.
Here, an important question, what is provision if original meeting did not adjourned for want of quorum? We should refer to Section 103 and read Sub – section (3) in continuation to sub – section (2). If a meeting is adjourned for want of quorum, two shall be quorum. But if it is not adjourned for want of quorum, quorum shall remain same as original meeting. Now, if such adjourned meeting for meeting adjourned for some other reason, adjourned for want of quorum; this will be original meeting adjourned for want of quorum and in its adjourned meeting, quorum shall be as per this provision: two members.
If, within half an hour from the time appointed for holding a Meeting called by requisitionists, a Quorum is not present, the Meeting shall stand cancelled. [Paragraph 15.5]
At an adjourned Meeting, only the unfinished business of the original Meeting shall be considered. [Paragraph 15.6]
Any Resolution passed at an adjourned Meeting would be deemed to have been passed on the date of the adjourned Meeting and not on any earlier date. [Background Paragraph after Paragraph 15.6]
The date of passing of a resolution shall be the date on which it is actually passed. This is important to mention that a resolution may in itself pronounce a different effective date.
At the end of this post, I want to mention that some provisions I criticised here may be taken from the Act or relevant Rules and in such case may be treated my suggestion for relevant changes the Act or these Rules.

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