When an Adjourned AGM Occurs
An AGM is adjourned when quorum is not present within 30 minutes of the scheduled time (Section 103(2)). The meeting stands adjourned to the same day in the next week, at the same time and place, or to such other date as the Board determines. At the adjourned meeting: the members present constitute the quorum regardless of the minimum prescribed under Section 103(1). The Company Secretary must record the proceedings of both the original (adjourned) meeting and the reconvened meeting in the Minutes Book.
Specimen Minutes — Adjourned AGM
[Part A — Minutes of the Original Meeting (Adjourned)]
MINUTES OF THE [Nth] ANNUAL GENERAL MEETING of [Company Name] scheduled on [Original Day], [Original Date], 20XX at [Time] at [Venue].
The Company Secretary reported that despite waiting for 30 minutes beyond the scheduled time of [Time], the requisite quorum under Section 103(1) was not present. [Number] members were present in person, representing [Number] shares, which is below the minimum quorum of [Number] members.
Accordingly, pursuant to Section 103(2) of the Companies Act, 2013, the meeting stood adjourned to [Adjourned Day], [Adjourned Date], 20XX at [Time] at [Venue/same venue].
The Company Secretary shall intimate all members about the adjourned meeting. [For listed companies: the stock exchange shall be informed.]
Signed: [Company Secretary Name]
[Part B — Minutes of the Adjourned Meeting]
MINUTES OF THE ADJOURNED [Nth] ANNUAL GENERAL MEETING of [Company Name], held on [Adjourned Day], [Adjourned Date], 20XX at [Time] at [Venue].
Time of Commencement: [Time] | Time of Conclusion: [Time]
Attendance
Directors Present: [List] | In Attendance: CS, Auditor | Members: [Number] present in person, [Number] by proxy
1. Quorum
The Company Secretary confirmed that pursuant to Section 103(2) of the Companies Act, 2013: at an adjourned meeting, the members present shall constitute the quorum. [Number] members being present in person, the Chairman declared the adjourned meeting duly constituted.
2. Notice
The Chairman noted that the meeting was originally scheduled on [Original Date] but was adjourned due to want of quorum. [The Board had determined this date for the adjourned meeting / The meeting is on the same day next week as per Section 103(2).]
3-7. [Business Items — Same as Original AGM Agenda]
[Record each resolution exactly as it would be at a regular AGM — adoption of financial statements, dividend, retiring directors, special business items. Only items on the ORIGINAL agenda can be transacted.]
Conclusion
There being no other business, the Chairman declared the adjourned meeting concluded at [Time] with a vote of thanks.
Signed: [Chairman Name] | Date: [Within 30 days]
Key Recording Points
(a) Record BOTH the original meeting (which was adjourned) AND the adjourned meeting — in the SAME Minutes Book, sequentially.
(b) The adjourned meeting is a CONTINUATION of the original — it retains the same serial number (e.g., "25th AGM (Adjourned)").
(c) Resolutions passed at the adjourned meeting are deemed passed on the DATE OF THE ADJOURNED MEETING — not the original date. This affects: MGT-14 filing deadline (30 days from adjourned date), AOC-4/MGT-7 deadlines.
(d) Only business from the ORIGINAL agenda can be transacted — no new items.
(e) The relaxed quorum (members present = quorum) must be explicitly noted in the minutes.
(f) E-voting results: if e-voting was conducted for the original meeting date — those votes are counted. Members who voted electronically need not attend the adjourned meeting.
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