A general meeting of the members of RST Ltd. was called to transact certain special business. Before the scheduled day and time of the meeting, the Chairman of the meeting suo motu due to certain personal reasons adjourn

For a valid adjournment of a General Meeting, the holding of the meeting at its scheduled time is necessary. A duly convened meeting should not be adjourned arbitrarily by the Chairman. The Chairman may adjourn a meeting with the consent of the members and shall adjourn a meeting if so decided by the members. The meeting may, however, be adjourned at any time. It may be adjourned after some items of business have been transacted and the remaining items can be transacted at the adjourned meeting. The Chairman may, with the consent of any meeting at which a Quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place and may adjourn the meeting for bona fide reasons. Once a meeting is called, the Chairman cannot adjourn it arbitrarily, its continuance or adjournment rests entirely on the will of the members. (Regulation 49 of Table F of Schedule I: Companies Act, 2013). Accordingly, (i) Contention of the members is tenable. (ii) Notice for adjourned meeting Para 15.2, 15.3 and 15.4 of SS-2 provide for provisions relating to notice of adjourned meeting and states that if a Meeting is adjourned sine-die or for a period of thirty days or more, a Notice of the adjourned Meeting shall be given in accordance with the provisions contained hereinabove relating to Notice. 15.3 If a Meeting is adjourned for a period of less than thirty days, the company shall give not less than three days' Notice specifying the day, date, time and venue of the Meeting, to the Members either individually or by publishing an advertisement in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district. 15.4 If a Meeting, other than a requisitioned Meeting, stands adjourned for want of Quorum, the adjourned Meeting shall be held on the same day, in the next week at the same time and place or on such other day, not being a National Holiday, or at such other time and place as may be determined by the Board. (iii) Requisitioned meeting without quorum In case of requisitioned meeting, if the required Quorum is not present, the meeting stands cancelled/dissolved. Members presents, in the absence of Quorum cannot hold the meeting. If they hold the meeting and pass the resolutions, these will not be valid and not binding upon the company. (Para 15.5 of SS-2).