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Specimen Minutes of Adjourned AGM — Format and Recording Guide 2026

Specimen minutes of adjourned AGM. Format, recording requirements, quorum relaxation, business continuation, resolution date, SS-2 compliance.

Written byTax & Compliance Expert, TaxClue
Published
Updated
Reading time
7 min
Questions
5 answered
  • High Complexity
Topic
Drafting
Published
March 25, 2026
Last updated
Mar 25, 2026
Reading time
7 min
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Last updated: March 2026Verified against: Government sources

Specimen Minutes of Adjourned explained: this guide covers what Specimen Minutes of Adjourned means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

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

MINUTES OF THE ANNUAL GENERAL MEETING of scheduled on , , 20XX at at .

The Company Secretary reported that despite waiting for 30 minutes beyond the scheduled time of , the requisite quorum under Section 103(1) was not present. members were present in person, representing shares, which is below the minimum quorum of members.

Accordingly, pursuant to Section 103(2) of the Companies Act, 2013, the meeting stood adjourned to , , 20XX at at .

The Company Secretary shall intimate all members about the adjourned meeting.

Signed:

MINUTES OF THE ADJOURNED ANNUAL GENERAL MEETING of , held on , , 20XX at at .

Time of Commencement: | Time of Conclusion:

Attendance

Directors Present: | In Attendance: CS, Auditor | Members: present in person, 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. 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 but was adjourned due to want of quorum.

3-7.

Conclusion

There being no other business, the Chairman declared the adjourned meeting concluded at with a vote of thanks.

Signed: | Date:

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.

Disclaimer: This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy based on the latest laws and amendments, readers should consult a qualified professional before acting on any information provided. For expert assistance, contact us.

Quick recapKey facts & short answers

Key Facts About Specimen Minutes of Adjourned

  • Applies in: All states across India, under the relevant central law.
  • Mode: Mostly online via the official government portal.
  • Typical timeline: Ranges from a few days to a few weeks depending on the case.
  • Non-compliance: May attract penalties, interest or late fees.
  • Expert help: TaxClue completes Specimen Minutes of Adjourned end to end for you.

What quorum applies at an adjourned AGM?

Under Section 103(2): at an adjourned meeting, the members PRESENT shall constitute the quorum — regardless of the minimum number prescribed under Section 103(1). Even if only 2 members are present at the adjourned AGM of a public company (where normal quorum might be 5 or 30): those 2 members constitute the quorum. This relaxation ensures business is eventually transacted despite poor attendance. The minutes must explicitly record: 'Pursuant to Section 103(2), the members present constitute the quorum for this adjourned meeting.'

On what date are resolutions at an adjourned meeting deemed passed?

Resolutions passed at an adjourned meeting are deemed passed on the DATE OF THE ADJOURNED MEETING — NOT the original meeting date. This is important for: (1) MGT-14 filing deadline — 30 days from the ADJOURNED meeting date, (2) Effective date of the resolution — takes effect from the adjourned date, (3) AOC-4 and MGT-7 filing deadlines — calculated from the AGM date (which is the adjourned date for this purpose), (4) Dividend payment — within 30 days from declaration at the adjourned meeting.

Keep the acknowledgement. A filing you cannot prove is a filing you may have to defend.

— TaxClue Compliance Desk

Specimen Minutes of Adjourned: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.

READY DRAFTMinutes of Adjourned AGM

Specimen minutes recording the proceedings of an Annual General Meeting that was adjourned for want of quorum (or otherwise) and reconvened, prepared under Section 118 and SS-2.

[Company Name] LIMITED

CIN: [_____]  |  Regd. Office: [Address]

MINUTES OF THE ADJOURNED [__th] ANNUAL GENERAL MEETING

Day, Date & Time : [Day], the [Date] day of [Month], 2026 at [Time]
Venue            : [Registered Office / Venue Address]

PRESENT
Members present in person / proxy : [__] members holding [__] shares
Directors present :
   1. [Name] — Chairman & Managing Director
   2. [Name] — Director
   3. [Name] — Independent Director / Chairman Audit Committee
In attendance :
   [Name], Company Secretary
   [Name], Partner, M/s [___], Statutory Auditors
   [Name], Scrutinizer (if poll)

1. BACKGROUND OF ADJOURNMENT
   The [__th] Annual General Meeting was originally convened on
   [Original Date] at [Time]. As the quorum required under Section 103
   of the Companies Act, 2013 was not present within half an hour of
   the appointed time, the Meeting stood adjourned to the same day in
   the next week, i.e. [Adjourned Date], at the same time and place, in
   terms of Section 103(2)(a). [Notice of adjournment was given as
   required.] / [The meeting was adjourned by the members by ordinary
   resolution to transact remaining business.]

2. CHAIRMAN
   [Name], Chairman of the Board, took the chair. As the requisite
   quorum was present, the Chairman called the adjourned Meeting to
   order.

3. NOTICE
   With the consent of the members, the Notice convening the original
   Meeting was taken as read.

4. AUDITORS' REPORT
   The Auditors' Report was read / taken as read.

5. ORDINARY BUSINESS
   The following resolutions, being the unfinished business of the
   original Meeting, were considered:

   Item 1 — Adoption of Audited Financial Statements for FY [2025-26]
   together with the Reports of the Board and Auditors thereon.
   "RESOLVED THAT the audited financial statements of the Company for
   the financial year ended 31st March 2026, together with the Reports
   of the Board of Directors and the Auditors thereon, as circulated,
   be and are hereby considered and adopted."
   Proposed by [Name]; seconded by [Name]. Carried [unanimously / by
   requisite majority on a show of hands / poll].

   Item 2 — Declaration of Dividend of ₹[__] per equity share.
   "RESOLVED THAT a dividend of ₹[__] per equity share of ₹[10] each be
   and is hereby declared for FY 2025-26 and paid to members whose
   names appear in the Register of Members as on [record date]."
   Carried.

   Item 3 — Re-appointment of [Name] (DIN [____]), Director retiring
   by rotation.
   Carried.

6. SPECIAL BUSINESS
   [Item 4 — brief description and text of resolution, and whether
   passed as Ordinary / Special Resolution, votes for/against.]

7. VOTE OF THANKS
   There being no other business, the Chairman thanked the members and
   declared the Meeting concluded at [Time].
Entered in the Minutes Book and initialled on each page.____________________
Chairman
Date: [__]
▸ How to use & important notes
  • Business at an adjourned meeting is confined to the unfinished business of the original meeting; if adjourned for want of quorum, no fresh items can be added.
  • Minutes must be entered in the Minutes Book within 30 days of conclusion and signed/initialled on each page by the Chairman (Section 118 read with SS-2).
  • If the AGM was adjourned for want of quorum, the reconvened meeting proceeds even if quorum is again absent (Section 103(3)) — record this fact.
  • Where the same resolution was voted by poll, the results and scrutinizer's report must be recorded and, for material items, filed in Form MGT-14 where applicable.

Disclaimer: This is a general-purpose template for reference only. Facts, figures, stamp duty and clauses vary with your situation and state law — have it reviewed before use. Need this professionally drafted, stamped and filed? Talk to a TaxClue expert.

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Disclaimer: This article is for general informational purposes only and does not constitute professional tax, legal or financial advice. Laws, rates and due dates change and can vary by individual case — always verify with the relevant government source (e.g. mca.gov.in, incometax.gov.in) or consult a qualified professional before acting. TaxClue accepts no liability for decisions taken based on this content.

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Questions, answered

Short, direct answers to the 5 questions readers ask most on this topic.

Under Section 103(2): at an adjourned meeting, the members PRESENT shall constitute the quorum — regardless of the minimum number prescribed under Section 103(1). Even if only 2 members are present at the adjourned AGM of a public company (where normal quorum might be 5 or 30): those 2 members constitute the quorum. This relaxation ensures business is eventually transacted despite poor attendance. The minutes must explicitly record: 'Pursuant to Section 103(2), the members present constitute the quorum for this adjourned meeting.'

Resolutions passed at an adjourned meeting are deemed passed on the DATE OF THE ADJOURNED MEETING — NOT the original meeting date. This is important for: (1) MGT-14 filing deadline — 30 days from the ADJOURNED meeting date, (2) Effective date of the resolution — takes effect from the adjourned date, (3) AOC-4 and MGT-7 filing deadlines — calculated from the AGM date (which is the adjourned date for this purpose), (4) Dividend payment — within 30 days from declaration at the adjourned meeting.

NO — only business from the ORIGINAL AGM agenda can be transacted at the adjourned meeting. No new items can be added. If some items were completed before adjournment: only the REMAINING items are transacted. If new business has arisen since the original notice: it must wait for the next properly convened general meeting with fresh notice. This protects members who relied on the original notice — they should not face new business they didn't expect.

YES — e-votes cast during the e-voting period (before the original AGM date) are VALID and counted at the adjourned meeting. Members who voted electronically need NOT attend the adjourned meeting — their votes are already recorded. The Scrutinizer consolidates: (1) e-votes cast before the original date + (2) any poll votes at the adjourned physical meeting. Members who did NOT vote via e-voting can vote at the adjourned meeting through polling.

The minutes of BOTH meetings are recorded in the SAME Minutes Book, sequentially: (1) First entry: minutes of the original meeting (which was adjourned) — recording that quorum was not present and the meeting was adjourned, (2) Second entry: minutes of the adjourned meeting — recording the quorum (relaxed), business transacted, and resolutions passed. The adjourned meeting retains the SAME serial number as the original (e.g., '25th AGM (Adjourned)'). Both entries are signed by the Chairman.

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