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CMA Final · Corporate and Economic Laws · Board Meetings and Procedures

Under the Companies Act, 2013, where a Board meeting could not be held for want of quorum and the articles do not provide otherwise, what is the position?

The meeting automatically stands adjourned to the same day, time and place in the following week, unless the articles say otherwise. If that day is a national holiday, it moves to the next day that is not a national holiday. No fresh notice is needed.

  1. AThe meeting automatically stands adjourned to the same day, time and place in the next week, or the next succeeding day that is not a national holiday if that day is a national holidayCorrect
  2. BThe meeting stands cancelled and a fresh notice of seven days must be given
  3. CThe meeting stands adjourned to the same time and place after fourteen days
  4. DThe directors present may proceed and pass resolutions, which are ratified later

Explanation

Section 174(4) provides that, unless the articles otherwise provide, a meeting that fails for want of quorum automatically stands adjourned to the same day, time and place in the next week. If that day is a national holiday, it moves to the next succeeding day that is not a national holiday. A fresh seven-day notice is therefore not needed.

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