Chapter VII - Management and Administration
Section 116
Section 116: date of a resolution passed at an adjourned meeting
When a meeting is adjourned and a resolution is passed at the adjourned meeting, section 116 fixes its date: the resolution is treated as passed on the date it was in fact passed, not on the date of the original meeting.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
Where a resolution is passed at an adjourned meeting of—(a) a company; or (b) the holders of any class of shares in a company; or (c) the Board of Directors of a company, the resolution shall, for all purposes, be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date.
Introduction
The rule applies to adjourned meetings of the company, of holders of any class of shares, and of the Board of Directors. It matters for filing deadlines and for when a resolution takes effect.
Section 116 commenced on 12 September 2013 under S.O. 2754(E). The India Code consolidated text shows no amendment, and the text is identical to the Act as published in 2013.
Key takeaways
Actual date counts
A resolution passed at an adjourned meeting is treated, for all purposes, as passed on the date it was in fact passed.
No backdating
It is not deemed to have been passed on any earlier date.
Three kinds of meeting
Adjourned meetings of the company, of a class of shareholders, and of the Board.
The rule
Where a resolution is passed at an adjourned meeting of (a) a company, (b) the holders of any class of shares in a company, or (c) the Board of Directors of a company, the resolution is, for all purposes, treated as having been passed on the date on which it was in fact passed. It is not deemed to have been passed on any earlier date.
Why the date matters
Time limits under the Act often run from the date of a resolution, for example the time for filing resolutions with the Registrar under section 117. Using the date of the adjourned meeting avoids missed deadlines and makes clear when the resolution takes effect.
Practical preparation
Record the date of the adjourned meeting in the minutes; date the resolution with that date; calculate filing deadlines from that date; make sure the certified copy of the resolution shows the actual date.
Practical checklist
Do
- Date resolutions with the date of the adjourned meeting at which they were passed.
Avoid
- Do not backdate a resolution to the date of the original meeting.
Illustrative example
Hypothetical: an adjourned general meeting
A general meeting is adjourned for lack of time, and a special resolution is passed at the adjourned meeting a week later.
Date
The special resolution is treated as passed on the date of the adjourned meeting.
Filing
The company calculates the filing deadline under section 117 from that date.
Outcome
- The company files on time and the resolution’s effective date is clear.
Glossary
- Adjourned meeting
- The continuation, on a later date, of a meeting that was postponed or did not finish its business.
Frequently asked questions
Does a resolution passed at an adjourned AGM date back to the original AGM date?
No. Section 116 treats it as passed on the date it was in fact passed.
Does section 116 apply to Board meetings?
Yes. Clause (c) covers adjourned meetings of the Board of Directors.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026