In a Board Meeting due to limitation of time, the members of the meeting verbaly decided to adjourn the meeting after 10 days. Thereafter a fresh notice alongwith the deferred items (which were not discussed) was sent to the Directors. And meeting was considered as Adjourned Meeting.
Now the Question is that whether the Independent Directors are eligble for getting the setting fee or not? What are the safeguards available to the Company.
An adjourned meeting is merely the continuance of the original meeting and a fresh notice of the adjourned meeting is not therefore necessary unless the articles require such a notice to be given.
Sitting fees can not be paid for attending Adjourned BM, even though notice for same is given Since adjourned BM is mere continuatuon of original BM
As per Section 309(2) of the Companies Act, "A director may receive remuneration by way of a fee for each meeting of the Board, or a committee thereof, attended by him".
If Meeting is adjurned for want of quorum, sitting fees is payable for adjurned Board Meeting also, since fees and allowance is for attending Board Meeting. Even if the meeting was adjurned for want of quorum, it does not mean that director did not attended the meeting.
Adjourned meeting is continuation of original meeting & hence sitting fee is to be paid only for the original meeting & not for adjourned meeting.
in case of an adjournment or of a change of day, time or place of meeting
under clause (a), the company shall give not less than three days’ notice to the members
either individually or by press announcement
a meeting was held on 13 th . Due to shoratge of time or insufficient quorum the items mentioned in the agenda are not discussed and with few items left to be discussed the meeting was adjourned. Can the meeting be held on 14 th with the consent of directors ?
Because as per section 288 an adjourned meeting is to be held next week same day same place same time. So can we conclude the meeting the very next day? if yes then how?
CAclubindia
