Draft Board Resolution for Adjournment of Board Meeting

In case of any inadvertent circumstances, if the planned board meeting could not be held, then the directors present may decide to either cancel the board meeting in toto or postpone it to a later date. This is in case of quorum of the meeting being present.

Or in case the requisite quorum of the meeting was not present within the required time, the board meeting has to be adjourned to the same day at the same time and place in the next week as per section 174(4) of the Companies Act, 2013 (India).

Following template of board resolution can be useful in this regard.

SAMPLE #1

(Quorum present)

“RESOLVED THAT the ...th meeting of the Board of Directors of the Company held on (day, date) be and is hereby adjourned to be held on ...day, ....th day of ..(month).., yyyy at ...(venue)... at ..(time).. a.m./p.m..

FURTHER RESOLVED THAT the cause of adjournment being the sudden earthquake felt at the venue of the meeting be and is hereby noted and taken on record.”

SAMPLE #2

(Quorum not present)

“RESOLVED THAT pursuant to the provisions of section 174(4) of the Companies Act, 2013, the ...th meeting of the Board of Directors of the Company held on (Date), stands adjourned for want of quorum due to the non-availability of majority of requisite board members at/within the scheduled time.

RESOLVED FURTHER THAT the adjourned meeting be scheduled to be held on the same day at the same time and place in the next week i.e. ...day, ....th day of ..month.., yyyy at ...venue... at ...... a.m./p.m..

RESOLVED FURTHER THAT the Company Secretary be and is hereby authorised to issue the notice of the adjourned meeting to the board members.”



.....................................................

NOTE: The resolution samples here are only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.