Adjournment of Board Meeting other than for Want of Quorum

Adjournment must be with the consent of Majority of Board Members present at Board Meeting:

Secretarial Standard Para 1.1.2‑

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.

This paragraph of SS-1 deals with adjournment of a Meeting otherwise than for want of Quorum.

Adjournment of a Meeting otherwise than for want of Quorum may be necessitated for paucity of time to complete the Agenda or for any other reason viz. curfew, earthquakes etc.

The Act does not contain any provisions as to who has the power to adjourn a Meeting, otherwise than for want of Quorum. The Model Articles merely provide that the Board of Directors may adjourn its Meetings, as it thinks fit

[Regulation 67(i) of Table F of Schedule Ito the Act]. Hence paragraph 1.1.2 of SS-1 clarifies that a Meeting which has been validly summoned or convened, and where the requisite Quorum is present, may still be adjourned by the Chairman for any reason, unless a majority of the Directors present at the Meeting dissent or object to such adjournment. For reckoning such majority, the majority of Directors present at the Meeting should be considered and not the majority of Directors of the Board.

Regulation 67(i) of Table F of Schedule I‑

Proceedings of the Board:

67.(i)-The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.

As per Secretarial Standard on Board Meeting Para 1.3.6-

Notice for adjourned Meeting

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. Notice of a Meeting adjourned for want of Quorum or otherwise should be given to all Directors. This includes Directors who did not attend the Meeting on the originally convened date.

If the date of the Meeting adjourned otherwise than for want of Quorum is decided at the Meeting itself, the Notice should be given forthwith.

If the date of the Meeting so adjourned is not decided at the Meeting, the Notice should be given not less than seven days before such adjourned Meeting.

Thus, in case the date of the Meeting adjourned otherwise than for want of Quorum is not decided at the Meeting, such adjourned Meeting should be held only after a minimum period of seven days, thereby making it possible to comply with the above explanation to this paragraph of SS-1. This is also applicable to Meetings, wherein the facility of participation through Electronic Mode is made available. Since no Notice of the original Meeting was sent, none of the adjourned Meetings were valid, and the business transacted therein was, therefore, bad. [In Re Portuguese Consolidated Copper Mines Ltd (1889) 42 Ch D 160].