TaxTMI 
TaxTMI 
2022 (2) TMI 87
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....he ICSI on 6th January, 2022 and RD-NIRO on 18th January, 2022 affirming the decision of the President and subsequent alleged appointments of the Office Bearers; c) Issue a writ of Mandamus or any other writ, order or direction to Respondent No. 1 thereby directing the said Respondent to immediately allow the holding of the 259th Meeting (postponed meeting) scheduled for 18th January 2022 for appointment of the Office bearers for the term 19th January 2022 to 18th January 2023; Any other and further Order(s) as this Hon'ble Court may deem fit and proper in the facts and circumstances of the present case." 2. The petitioners being members of the Institute of Company Secretaries of India ('ICSI', for short, respondent No. 1 herein) established under the Company Secretaries Act, 1980 ('Act of 1980', hereinafter), have filed this petition, inter alia, seeking directions quashing the meeting dated December 26, 2021, of the Northern India Regional Council ('NIRC', for short) of the ICSI and thereby rendering null and void the appointment of office bearers of NIRC made in the said meeting. 3. It is stated in the writ petition that the petitioners were elected as members of NIRC from....
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....xt- members of NIRC) at least seven days before the date of meeting, unless the Articles prescribe a longer period. However, in the present case, the Agenda of the Meeting was communicated two days prior to the meeting i.e. 23rd December, 2021 and that too incomplete. Further, the Agenda did not had guidelines nor notes to show how such agenda items will be taken up or voting shall take place. The said guidelines were the heart and soul of the agenda notes, as these guidelines provide clarity regarding the various nuances of the election process including the process for nomination, voting if members are attending the meeting physically, electronically or in hybrid mode. In absence of such guidelines the elections can not be conducted, especially in these COVID times when members participate in hybrid mode. iii. Thirdly, there are discrepancies in Notice convening meeting. That the Notice issued on 18th December, 2021 for convening 259th meeting on 26th December, 2021 at 11:00 am only provided the facility to participate physically. The facility to participate through electronic mode was not mentioned. It was only email dated 23rd December, 2021 that mentioned such facility to pa....
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....were divided, while few members were pressing for rescheduling the meeting after circulation of necessary agenda notes in compliance to applicable legal provisions and few supported for commencement of meeting for election of office bearers for 2022-23. ix. The import of Regulation 90 read with SS-1 clearly mandates that the agenda with complete agenda notes, mode of attendance and manner of voting in this case ought to have been sent 7 (seven) days in advance which was not the case in the present meeting." 6. The aforesaid concerns/violations pertaining to improper notice and incomplete agenda for meeting were objected to and brought to the notice of the Chairman by some members vide email dated December 25, 2021, with a request to reschedule the 259th meeting, and convene it after proper circulation of notice and agenda notes with all relevant details regarding voting/e-voting process in concurrence with SS-I. It is stated that however, no reply/response was received for the same. 7. On December 26, 2021, all seventeen members of the NIRC met at 9.30 AM. Out of the seventeen members, fifteen members were present physically while remaining two members joined virtually. Since n....
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....e taken away. It is the case of the petitioners that the meeting, election and the result thereof are null and void being non-est in law. 9. It is further submitted that the aforesaid unconstitutional election process was brought to the notice of the President of the Central Council of the ICSI and other members of the Central Council vide emails dated December 27, 2021. 10. It is stated that in compliance of the statutory and regulatory provisions applicable, on December 31, 2021, the incumbent Chairman of NIRC, informed all the members that the postponed (259th) meeting shall be held on January 8, 2022 to elect the office bearers for the year 2022-2023. This communication was accompanied by agenda/notes on agenda along with summary of proceedings/discussions of the meeting held on December 26, 2021 and details pertaining to e-voting process, as mandated by the Regulations. No objections were received from any of the seventeen members either with regard to the re-convening of the postponed (259th) meeting on January 8, 2022, or with regard to the draft summary of the proceedings/discussions held on January 26, 2021. 11. It is stated that the Secretary, ICSI had, vide communicati....
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....ached upon the domain/jurisdiction of the members of NIRC by his arbitrary and illegal action. 15. That apart, it is stated that the incumbent Chairman of the NIRC vide email dated January 7, 2022 had called upon the Regional Director to generate and circulate the link for the postponed (259th) meeting scheduled to be held on January 8, 2022, a request which was not acceded to, resulting in further postponement of the once postponed (259th) meeting to January 18, 2022. 16. The petitioners vide email dated January 10, 2022 brought the above incident to the notice of the Secretary, Ministry of Corporate Affairs, Government of India (respondent No. 2 herein) 17. It is also stated that on January 11, 2022, the Chairman of NIRC vide email, circulated the agenda of the postponed (259th) meeting scheduled to be conducted on January 18, 2022. SUBMISSIONS 18. Mr. Arun Kathpalia, learned Senior Counsel appearing on behalf of the petitioners has in his submissions, in addition to reemphasising the facts and contentions set forth in the writ petition, stated that the meeting of the NIRC convened on December 26, 2021 is illegal and invalid as the same is not in accordance with the Act of 1....
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....t apart, he would also submit that the appointment of office bearers made on December 26, 2021 is illegal, as the meeting of December 26, 2021 was duly postponed by the Chairman in accordance with Regulation 91 of the Regulations of 1982, after the members present authorised him to take a decision on the issue. As such, any decision taken subsequent thereto is bad in law. The postponement of the meeting is corroborated by the email of the Chairman dated December 26, 2021 and the subsequent agenda issued by him on December 31, 2021. Furthermore, no objections were raised by anyone including the respondent Nos. 4 to 7, on the draft proceedings of December 26, 2021. 23. It is also stated that the interference and action by the President and the Secretary of the ICSI are unlawful and without any authority. He stated that the President of ICSI has no power/authority for entertaining any referral or adjudicating any issue and as such, the communication dated January 6, 2022 and January 7, 2022 are bad in law. In this regard, Mr. Kathpalia has drawn my attention to various provisions of the Act of 1980 including Section 9 which deals with constitution of the Council of the Institute, Sec....
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.... as it was decided in the meeting dated December 20, 2021 to conduct the election in a hybrid manner. No objection was raised by anyone with regard to the scheduled meeting from December 20, 2021 till December 25, 2021. The objection was made only at 10.38 PM on December 25, 2021, i.e., eleven hours before the meeting, which shows the mala fide intent of the petitioners. 26. It is submitted that it is an admitted fact that all seventeen members joined together for the meeting at 9:30 AM on December 26, 2021. Mr. Chandhiok poses a question as to why the members would even meet if they presumed the meeting to be illegal. The petitioners could not muster the majority and therefore have taken all subsequent steps including the present petition in an attempt to scuttle the due election process conducted under the observation of the respondent No. 1 and an independent officer, as has been done in the other three Regional Councils of ICSI. He states that this is the reason as to why three out of the eight members who left the meeting on December 26, 2021 have not joined the petitioners in challenging the said meeting by way of this writ petition. It is his submission that the petitioner ....
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.... provided that in the case of a special meeting, the President may inform the members at the meeting of the subject matter for discussion. (2) Notwithstanding anything contained in sub-regulation (1) a special meeting called under Regulation 89 may be convened giving such shorter notice as circumstances may permit." The words used in the said provisions are 'ordinarily not less than seven days'. It is the submission of Mr. Chandhiok that the word 'ordinarily' means 'of a kind to be expected in the normal order of events', and further, what is mandated to be served in business to be transacted 'as far as practicable', has been served vide email dated December 18, 2021. 30. It is submitted that there is a clear gap of five days from the date of notice of advancement of the 259th meeting, i.e., December 20, 2021 and the date of the meeting, i.e., December 26, 2021, and as such, it conforms to Regulation 91 of the Regulations of 1982 pertaining to notice period in case of advancement of time. The said provision is reproduced below:- "91. Advancement or postponement of meetings.- Any meeting of the Council, convened to be held at a particular date or dates, may be advanced or po....
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....tings of the Council, in the event of a difference of opinion on any matters the vote of the majority shall prevail unless otherwise required by the Act or these regulations, and in the case of equality of votes, the Chairman shall have a casting vote in addition to his original vote. 95. Adjournment of meeting of the Council.- (1) Subject to the provisions of these regulations, the Chairman of any meeting of the Council, may, with the consent of the members present at meeting, adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place unless not less than five days notice of any other business to be transacted at such adjourned meeting has been given to the members. (2) If no new business is intended to be transacted at an adjourned meeting unless it is so directed in the resolution for adjournment of a meeting, no notice need to be given of an adjourned meeting." 32. Mr. Chandhiok would further submit that after the Chairman left, the Vice Chairman, on request of the members present, took the Chair. As per Regulation 92 ....
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....82 relating to meeting of the Regional Councils will override the provisions of SS-I, which have no legal sanctity in view of specific Regulations present in this regard. 36. That apart, Mr. Chandhiok would further submit that the fact that the petitioner No.1 did not attend the meeting dated December 20, 2021 cannot be held against the respondents. The argument of the petitioner No.1 that he did not attend the Regional Council meeting held on December 20, 2021 and hence was not aware of the voting procedure is faulty because he was served with the notice and agenda of the meeting on December 10, 2021 which contained a comprehensive process as to how the election was to be conducted. Moreover, the quorum was present in the meeting, and the decision taken therein is binding on all members, whether they attended the meeting or not. 37. It is also submitted that the petitioner No.1 himself sought intervention of the President of ICSI and requested a personal hearing vide e-mail dated December 27, 2021. Mr. Chandhiok would object to the submission of Mr. Kathpalia that the email was written to the entire Central Council and not exclusively to the President of ICSI, stating that a mer....
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....lection who also walked out of the meeting of December 26, 2021. The petitioners have also deliberately abstained from filing the communication of ICSI dated January 9, 2022 containing the details of the newly elected office bearers of all four Regional Councils, sent to all members of ICSI, amounting to nearly 70,000. 41. Furthermore, it is his contention that it is clear from reading of report of the Regional Director / Returning Officer and the improper walkout by the minority faction, the petitioners wanted to discredit and wriggle out of the due election process, and to scuttle the free and fair election sought to be continued by the majority faction under the observation of an independent Returning Officer. Notwithstanding the above, after having made allegations against the Chairman of NIRC and assailing the notice and agenda initially issued by him, the petitioners have not made him a party to the present writ petition. It is also submitted that the petitioners have not challenged the election result declared by the Regional Director / Returning Officer in the writ petition and hence, the same is not maintainable. 42. Mr. Rajshekhar Rao, learned Senior Counsel appearing f....
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....ners have no grievance qua this meeting as is evident from their assertion that the voting process was decided in the 258th meeting. That apart, petitioner No.1 was privy to the election procedure vide 252nd meeting of NIRC held on January 19, 2021 and cannot be allowed to approbate and reprobate his stand. The petitioners on their own showing also knew that SS-I was not compulsory as no objection has been raised regarding the 258th meeting wherein notice was served on December 10, 2021, agenda was served on December 17, 2021, and the meeting itself was held on December 20, 2021. This is indicative of mala fide on part of the petitioners especially against respondent Nos.4 and 6. 44. As far as the changing of the timing of the meeting dated December 26, 2021 is concerned, Mr. Rao stated that the same is irrelevant as the petitioners and indeed, all seventeen members of the NIRC were admittedly present in the said meeting. Even if the change of timing is seen as advancement of the meeting as per Regulation 91 of the Regulations of 1982, the notice for the same was served on December 20, 2021 i.e. five days prior to the scheduled date of the meeting. This issue is a deliberate aftert....
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....k the Chair in compliance of Regulation 92 of the Regulations of 1982, and thereafter the quorum was reconfirmed whereafter nine members took up the agenda of election. The result was duly and validly declared by the Returning Officer. That apart, as per Regulation 119 of the Regulations of 1982, the Regional Council determines the election finally and the same is only conveyed to respondent No.1. The petitioners have deliberately ignored the fact that the process has to be completed on or before December 31, 2021 as per Regulation 119(2) of the Regulations of 1982. 47. Mr. Rao would also state that the petition suffers from non-rejoinder of parties as the incumbent Chairman has not been arrayed as a party. Similarly, the members, other than the petitioners and respondents herein, were also not made parties to the petition. 48. The petitioner Nos.1, 2 and 4 are serving their second term as Regional Council members and subsequent to the completion of their term in the year 2022, would have to observe a cooling off period of four years as per Section 10 of the Act of 1980 read in conjunction with Rule 7 of the Rules of 2006. According to Mr. Rao, this petition is thus accentuated by....
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....genda. However, it was not even placed before the Council in the meeting on December 26, 2021. Even the draft minutes of the meeting of December 20, 2021 admittedly were circulated only on January 3, 2022, i.e., after eight days of the meeting. 55. It is the submission of Mr. Kathpalia that the meeting of December 26, 2021 was adjourned in terms of Regulation 91 of the Regulations of 1982, and not in terms of Regulation 95 of the Regulations of 1982, as claimed by the respondents. 56. Contesting the submission of the respondents that as majority of the members were present, the quorum was formed and subsequently elections were rightly conducted, he would state that even though majority of members were present, no meeting could take place as per Regulation 91 of the Regulations of 1982, as the Chairman had already postponed the meeting. Further, no notice was provided by the members to either the Chairman or the members who left the meeting earlier. In other words, not all members who were eligible to be office bearers were present in the meeting, preventing them from participating in the elections. Majority cannot validate an action that is otherwise invalid in law. 57. He has o....
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....is completely misplaced. Further, the said email relied upon by the respondents in Paragraphs 4 and 5 states that the meeting was postponed by the Chairman, which is in contradiction to their contention of the meeting being adjourned. 59. Having heard the learned counsels for the parties and perused the record including the written submissions filed by them, at the outset, I may state that it is a conceded case of the parties that the NIRC consists of seventeen members, out of which, twelve are elected members and five are co-opted members, whose tenure is for four years, i.e., till January 18, 2023. The subject matter of the petition is the election to the posts of Chairman, Vice-Chairman, Secretary and Treasurer of NIRC, who are elected for one year and in this case the period is from December 19, 2022 to January 18, 2023. 60. The issue which arises for consideration is whether the meeting held on December 26, 2021 wherein the respondent Nos. 4 to 7 were elected to the above posts to govern NIRC, is proper and justified. 61. The submissions of Mr. Kathpalia can be summed up as under: i. The meeting of December 26, 2021 is not in accordance with the Act of 1980, Regulations o....
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....Mr. Kathpalia, at the outset, I intend to deal with his submission on the applicability of SS-I to the meeting of NIRC. Mr. Kathpalia had relied upon the minutes of the meeting of January 23, 2016 to contend that the SS-I was adopted by the NIRC in its 226th meeting held on that day. He has also relied upon the minutes of the 248th meeting held on May 25, 2019. Appropriate shall be, relevant parts of the minutes of the aforesaid meetings be reproduced as under: 226th meeting held on January 23, 2016. "MINUTES OF 226th MEETING OF THE REGIONAL COUNCIL OF NIRC HELD ON SATURDAY, THE 23RD JANUARY, 2016 AT 12.30 PM AT NIRC OFFICE, 4 PRASAD NAGAR INSTITUTIONAL AREA, NEW DELHI Present: 1. CS Manish Gupta : Chairman 2. CS Dhananjay Shukla : Vice-Chairman 3. CS Pradeep Debnath : Secretary 4. CS Rajeev Bhambri : Treasurer 5. CS Amit Gupta : Member 6. CS Deepak Arora : Member 7. CS Manish Aggarwal : Member 8. CS NPS Chawla : Member 9. CS Nitesh Kumar Sinha : Member 10. CS Saurabh Kalia : Member 11. CS Rajiv Bajaj : Ex-officio Member 12. CS Ranjeet Kumar Pandey : Ex-officio Member 13. CS Satwinder Singh : Ex-officio Member In atten....
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....athpalia was that SS-I is inapplicable, as it is clear from the minutes of the meeting dated May 25, 2019 that the same was merely a recommendation for adoption by chapters and regions of ICSI for their meetings, and not a resolution of adoption. Secondly, the scope of SS-I clearly states that the same shall be applicable to the meetings of committees unless otherwise stated therein or stipulated in any other applicable guidelines, rules or regulations. So, in the case of a conflict, the Regulations of 1982 shall prevail. Having noted the submissions, from the minutes of the meeting dated January 23, 2016, it is clear that the decision of the NIRC was to adopt SS-I for all its meetings to be held in future. The plea of Mr. Chandhiok and Mr. Rao that the minutes of 248th meeting dated May 25, 2019 filed along with the writ petition are only recommendations and not an adoption is unmerited inasmuch as, the said minutes is concerned with discussion and adoption of SS-I in the chapters of Northern Region, as the report itself would reveal. Even the decision taken, which I have reproduced above clearly suggest so. The minutes reveal that all chapters of NIRC have been advised to adopt S....
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....bers at the meeting of the subject matter for discussion. 1.3.4 The Notice shall inform the Directors about the option available to them to participate through Electronic Mode and provide them all the necessary information. If a Director intends to participate through Electronic Mode, he shall give sufficient prior intimation to the Chairman or the Company Secretary to enable them to make suitable arrangements in this behalf. The Director may intimate his intention of participation through Electronic Mode at the beginning of the Calendar Year also, which shall be valid for such Calendar Year. The Notice shall also contain the contact number or e-mail address(es) of the Chairman or the Company Secretary or any other person authorised by the Board, to whom the Director shall confirm in this regard. In the absence of an advance communication or confirmation from the Director as above, it shall be assumed that he will attend the Meeting physically. 1.3.7 The Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda shall be given to the Directors at least seven days before the date of the Meeting, unless the Articles prescribe a longer period. Agenda....
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....tement of the business to be transacted thereof. ii. Any meeting of the Council to be convened at a particular date or dates may be advanced or postponed by the Chairman to a specific date or dates not exceeding thirty days from the date originally determined for the meeting. iii. The advancement or postponement can also include change of time and place of meeting. iv. The agendas of such meeting shall be sent to the registered address of every member of the Council not less than five days before the date fixed for the advanced meeting or before holding of the postponed meeting. v. All meetings of the Council shall be chaired by the Chairman of the Regional Council, and in his absence, by the Vice-Chairman. In the absence of both, the members present shall elect from amongst themselves, a member to be the Chairman of the meeting. vi. Not less than 1/3rd of the total number of members of the Council for the time being shall constitute the quorum for a meeting. vii. If a quorum is not present within half an hour from the time scheduled for the meeting, the same shall be adjourned to such other date, time and place as the Chairman may appoint. viii. At all meetings, in ....
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....d, the same shall not be held to be illegal merely because the notice of not less than seven days along with the agenda and agenda notes have not been sent. Validity / Legality of the meeting of December 26, 2021 69. Now, it is necessary to determine whether the meeting dated December 26, 2021 is illegal, on the facts of the case. To answer this issue, it is necessary to consider the notices/communications issued / exchanged by the Chairman, members including the petitioners, the President of ICSI and the Secretary of ICSI. The relevant communications in brief are as under: December 18, 2021 E-mail of the Chairman to all the members of the NIRC regarding scheduling of the 259th meeting on Sunday, December 26, 2021 at 11 AM to elect the office bearers for the year 2022, to hold office w.e.f. January 19, 2022. December 20, 2021 E-mail of the Chairman to all the members apprising them about the advancement of the scheduled meeting of December 26, 2021 from 11 AM to 9.30 AM. December 23, 2021 E-mail of the Chairman to all the members of the NIRC circulating the agenda for the 259th meeting to be held on December 26, 2021 and the web link for attending the said meeting onl....
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.... said meeting is defective as the communication regarding the said meeting was only made on December 20, 2021 and SS-I has not been complied with, as the notice had not specified the mode of participation; (ii) no business could be validly carried out in the said meeting as no agenda notes including detailed process for conduct of election process, nomination, voting in physical /electronic / hybrid mode, were circulated to the members at least seven days in advance; (iii) there is no conflict between the provisions of SS-I and the Regulations of 1982 regarding the circulation of agenda notes, as SS-I was framed by ICSI to standardise the practices and institutionalise a standard, reliable and robust framework to enable the necessary protection of interest of all stakeholders; (iv) even if the Regional Council decided that process of the previous year shall be adopted for the conduct of election and voting, etc., the agenda should have included the detailed process to bring clarity amongst the members regarding the same; (v) neither outcome nor minutes of the meeting of December 20, 2021 were circulated and as a few members had not attended the said meeting, they would no....
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....ary 1, 2022 E-mail of the President of ICSI to the petitioner No. 1 stating that as per requests of intervention from the petitioner No. 1 and other members, a meeting with all the members were scheduled for the next day. It is also stated that as already informed by the Secretary, the matter of election of office bearers to the Council were being scrutinised by the ICSI HQ and as such, any agenda of election of office bearers subsequent thereto would be void ab-initio. Another e-mail was also sent by the President to the members informing them of the opportunity of personal hearing granted to them. January 3, 2022 E-mail from the petitioner No. 1 to the President of ICSI stating that the postponed meeting was re-scheduled on January 8, 2022 and in view of that, the intervention of the President was not required. January 6, 2022 E-mail of the President of ICSI stating that subsequent to the personal hearing granted to the members and considering the report of the Regional Director / Returning Officer, he is of the view that the proceedings of the meeting of December 26, 2021 were in order and the election of the office bearers conducted therein do not suffer from any infirm....
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...., NIRC to take the Chair as per Regulation 92 of CS Regulations 1982 and the same was confirmed by Head Office also. 9. All members present consented CS Susshil Daga to Chair the meeting except CS Vinay Shulka who stated that although he is present but he is under protest and is not in agreement with continuing of this meeting. Thereafter CS Vinay Shukla left the meeting. 10. At this point of time, 9 (nine) members were physically present for the meeting and none of the Regional Council member was present in the meeting through online mode. Thereafter quorum was reconfirmed. The online Video Conferencing link was kept open throughout the meeting. 11. Members present requested the Chair to proceed with the agenda item for election of Office Bearers of NIRC of ICSI. 12. Thereafter Chairman of the Meeting proceeded with Agenda of 259th Meeting of RCM and started the process of election of the Office Bearers of NIRC of ICSI for the year 2022. 13. The following were unanimously elected the as the Office Bearers of NIRC of ICSI for the year 2022 (w.e.f. 19-01-2022 to 18-01-2023):- 1. CS Susshil Daga - Chairman 2. CS Devender Suhag - Vice-Chairman 3. CS Himanshu Harbola - Se....
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....8.01.2023). IV) Election of the Treasurer After Election of the Treasurer, following resolution may be passed: "Resolved that CS__________ be and is hereby elected as Treasurer of the Northern Regional Council of the Institute of Company Secretaries of India for the year 2022 (for the period from 19.01.2022 to 18.01.2023)." 73. With the agenda being sent on December 23, 2021, i.e., four days prior to the scheduled meeting and the Regulation 90 of the Regulation of 1982 stipulating 'ordinarily not less than seven days', which gives discretion to the Chairman to send it even within seven days, I am of the view that the notice of December 18, 2021 informing the business of election for the year 2022 to the members and even sending the agenda in the manner depicted above, are not in violation of Regulation 90 of the Regulations of 1982. I have also noted that even for the 258th meeting scheduled on December 20, 2021, notice was served on December 10, 2021 and agenda was served on December 17, 2021. No objection was raised by any of the members including the petitioners herein, either to the meeting or to the manner in which notice / agenda was served. In the 258th meeting when f....
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....or Election of Office Bearers as was followed last year. The Regional Council further desired that:- 1. ICSI Head Office be requested to depute IT personnel for smooth conduct of online voting process. 2. Bandwidth, Connectivity, Adequate IT systems and network be placed for smooth conduct of online voting process. 3. Technical specifications regarding bandwidth required to be present with the Members for online voting, be circulated to Members of Regional Council." (emphasis supplied) 74. The plea of Mr. Kathpalia was that petitioner No. 1 and two coopted members were not present for the meeting on December 20, 2021 and the minutes of the said meeting were only circulated on January 3, 2022. Hence, three members were not privy to the said decision. Surely majority of the members having decided what has been stated in the minutes of the 258th meeting, absence of three members and also that they were not privy to the decision taken with regard to the manner in which the elections were to be held, cannot be construed to mean the modalities and the process for holding the 259th meeting on December 26, 2021 was not known to the majority of the members. In fact, I find the age....
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....plea of Mr. Kathpalia that the petitioner No.1 along with two other members had no notice of the change in timing of the 259th meeting is inconsequential, as all seventeen members were present for the said meeting on December 26, 2021 at 9.30 AM. 77. A perusal of the dates referred to above would reveal that the Chairman in his e-mail to the Regional Director / Returning Officer has stated, as no consensus could be arrived at in the meeting of December 26, 2021, the same has been declared postponed by him and the meeting was closed around 11.35AM. A reading of the Regulations would contemplate that any scheduled meeting under the Regulations can be advanced or postposed under Regulation 91 of the Regulation of 1982 only before the meeting is actually held. Once the meeting is convened and held on a given date and time, the business stipulated in the said meeting needs to be transacted unless and until the members present (in conformity with the quorum) agrees to adjourn the same as per Regulation 95 of the Regulation of 1982. It is not such a case as is clear from the report of the Regional Director / Returning Officer appointed by respondent No.1 who stated in his report that, af....