Section 101: Notice of meeting
This section is for outlining the requirements for giving notice of a company's general meetings to its members and other relevant parties.
The section, clause by clause
What the section says
In plain terms
(1)A general meeting of a company may be called by giving not less than clear twenty-one days’ notice either in writing or through electronic mode in such manner as maybe prescribed:
A company must give its members at least 21 days' notice of a general meeting in writing or through electronic mode, but a shorter notice period is allowed if at least 95% of members entitled to vote agree in writing or by electronic mode.
proviso2[Provided that a general meeting may be called after giving shorter notice than that specified in this sub-section if consent, in writing or by electronic mode, is accorded thereto—
(1)(i)in the case of an annual general meeting, by not less than ninty-five per cent. of the members entitled to vote thereat; and
(1)(ii)in the case of any other general meeting, by members of the company— (a) holding, if the company has a share capital, majority in number of members entitled to vote and who represent not less than ninety-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or
(1)(b)having, if the company has no share capital, not less than ninty-five per cent. of the total voting power exercisable at that meeting:
provisoProvided further that where any member of a company is entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purposes of this sub-section in respect of the former resolution or resolutions and not in respect of the latter.]
(2)Every notice of a meeting shall specify the place, date, day and the hour of the meeting and shall contain a statement of the business to be transacted at such meeting.
Every meeting notice must include the meeting's place, date, day, hour, and a statement of the business to be discussed.
(3)The notice of every meeting of the company shall be given to—
The company must give meeting notices to all members, the auditor, and every director.
(3)(a)every member of the company, legal representative of any deceased member or the assignee of an insolvent member;
(3)(b)the auditor or auditors of the company; and
(3)(c)every director of the company.
(4)Any accidental omission to give notice to, or the non-receipt of such notice by, any member or other person who is entitled to such notice for any meeting shall not invalidate the proceedings of the meeting.
Forgetting to give notice to a member or them not receiving it does not make the meeting's proceedings invalid.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Ins. by Act 1 of 2018, s. 27 (w.e.f. 9-2-2018).
- 2. The proviso subs. by s. 28, ibid., (w.e.f. 9-2-2018).
Referred to by
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.