Specimen Minutes of Adjourned explained: this guide covers what it 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.
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 the entire process 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.
Over 90% of compliance penalties in India arise from missed due dates — timely handling can save businesses thousands of rupees each year.
Specimen Minutes of Adjourned: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.