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Section 116: Resolutions passed at adjourned meeting

Companies Act • Official Statutory Text & Practice Guide

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Act 2013
Section 115 All 470 Sections of Companies Act Section 117
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Legal Commentary & Landmark Judgments: Section 116

Section 116 of the Companies Act, 2013 explicitly abolishes the common law doctrine of relation back for adjourned corporate meetings, mandating that any resolution passed at an adjourned meeting of a company, class of shareholders, or the Board shall be treated as passed on the actual calendar date of adoption.

  • Express Statutory Abrogation of Relation Back: A resolution passed at an adjourned meeting of a company, a class of shareholders, or the Board of Directors is treated for all legal purposes as passed on the actual date when it was in fact passed, not the date of the original meeting.
  • Universal Scope Across Corporate Organs: The rule applies uniformly across shareholder general meetings, class meetings, Board meetings, and committee meetings, ensuring that corporate rights and liabilities crystallize only upon actual passage.
  • Regulatory and Limitation Impacts: Statutory compliance clocks—such as the thirty-day limitation for filing Form MGT-14 under Section 117 or filing audited statements under Section 137—run strictly from the actual date of the adjourned meeting where the resolution was passed.
Key Landmark Precedents:
  • Neelakantan v. Registrar of Companies, (1970) 40 Comp Cas 492 (Mad): The Madras High Court held that Section 191 (now Section 116) strictly abrogates the doctrine of relation back, so that a resolution takes effect on the actual calendar date of passing, determining whether filings with the Registrar are barred by limitation.
  • McClaren v. Thomson, [1917] 2 Ch 261 (CA): The Court of Appeal recognized that while an adjourned meeting is legally a continuation of the original meeting for procedural business, statutory interventions sever the relation back of substantive resolutions passed at such adjourned sessions.
Courtroom Practice & Strategic Litigation Guidance:

In RoC penalty proceedings or compounding applications under Section 441 for alleged delayed filings of resolutions (Form MGT-14 or DIR-12), plead Section 116 to demonstrate that the 30-day statutory limitation period commenced from the date of the adjourned meeting where the vote was concluded, rather than the date of the original stalled meeting.

Section 115 All 470 Sections of Companies Act Section 117