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Section 101

Notice of meeting

(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 may be prescribed:
Proviso

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—

(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
(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
(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:
Proviso

Provided 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.

Proviso

Provided that a general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than ninety-five per cent of the members entitled to vote at such meeting.

(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.
(3)
The notice of every meeting of the company shall be given to—
(a)
every member of the company, legal representative of any deceased member or the assignee of an insolvent member;
(b)
the auditor or auditors of the company; and
(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.
Notes, amendments & references (11)

This section shall apply to a private company and specified IFSC Public Company unless otherwise specified in respective sections or the articles of the Company provide otherwise vide notification no. G.S.R. 464(E) dated 5th June 2015 and GSR 08(E) dated 4th January, 2017 respectively.

(The exceptions, modifications and adaptations provided above shall be applicable only to those Private Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June 2017)

To view the notification, Click Here

(The exceptions, modifications and adaptations provided above shall be applicable only to those companies covered under section 8 of the said act which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)

Refer rule 18 of the Companies (Management & Administration) Rules, 2014. To view the rule, Click Here

Provided that Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 09.02.2018. To view the notification, Click Here

giving a shorter notice It is clarified that a company holding a general meeting after giving a shorter notice as provided under section 101 of the Act may also circulate financial statements (to be laid/considered in the same general meeting) at such shorter notice vide General Circular no. 11/2015 dated 21st July 2015. To view the clarification, Click Here

members 2(55) Member in relation to a company, means—

(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;

(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;

(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository