# Notice of Meeting (Section 101)

## 1. Length of Notice [Section 101(1)]

A general meeting must be called by giving notice of at least 21 clear days.
Notice may be given:
In writing, or
Through electronic mode in such manner as may be prescribed.

### Exceptions

Type of Company	Special Rule
Specified IFSC Public Company	Section 101 applies unless otherwise specified in articles.
Section 8 Company	'21 days' is substituted with '14 days', provided the company has not defaulted in filing financial statements (S.137) or annual return (S.92).

## 2. Meaning of '21 Clear Days'

The date on which notice is served and the date of meeting are EXCLUDED.
A company cannot reduce this requirement through its Articles of Association.

Note: If notice is sent by post, it is deemed served at the expiration of 48 hours after the letter is posted.

## 3. Contents of Notice [Section 101(2)]

Every notice shall state:

Place of meeting
Date
Day
Hour of meeting
Statement of business to be transacted

## 4. Persons Entitled to Notice [Section 101(3)]

Notice must be served on:

1. Members

2. Legal representative of a deceased member

3. Assignee of an insolvent member

4. Auditor / auditors of the company

5. Every director of the company

## 5. Electronic Mode of Notice

Notice may be sent through e-mail as:

Text
Attachment to e-mail
Notification providing an electronic link
Uniform Resource Locator (URL) for accessing the notice

'Electronic mode' = any communication sent through the company's authorised, secured computer programme capable of:

Producing confirmation
Keeping record of such communication
Sent to the last email address provided by the member

## 6. Non-Receipt / Accidental Omission [Section 101(4)]

Accidental omission to give notice OR non-receipt by any person entitled — does NOT invalidate the proceedings of the meeting.
Onus is on the company to prove the omission was not deliberate.

## 7. Shorter Notice (Less than 21 days)

Allowed if consent (in writing or by electronic mode) is given by:

Type of Meeting	Required Consent
AGM	Not less than 95% of members entitled to vote
Other GM (Co. with share capital)	Majority in number of members entitled to vote AND representing not less than 95% of paid-up share capital giving voting right
Other GM (Co. without share capital)	Not less than 95% of total voting power exercisable at that meeting

Partial voting rights: Members entitled to vote only on some resolutions are counted only for those resolutions (not for others).

## 8. Authority to Call a General Meeting

A General Meeting (AGM or EGM) must be called by the Board of Directors.
An individual director has NO authority to call a General Meeting.
Notice given without the Board's sanction is invalid, but can be ratified by the Board.
For calling a GM, the Board passes a Board Resolution.

## Key Takeaways

21 clear days = both notice date and meeting date excluded.
Post = 48 hours rule for deemed service.
Shorter notice needs 95% consent.
Accidental omission doesn't invalidate — but burden on company.

Worked example

### Example 1

Example 1: Calculation of 21 clear days

A notice for AGM is to be sent for a meeting to be held on 30th September. Notice sent by post. By what date must the notice be posted?

Solution:

Date of meeting (30th Sept) — EXCLUDED
Date of service — EXCLUDED
21 clear days in between needed
Add 48 hours (2 days) for postal service
Notice must be POSTED on or before 6th September (30 − 21 − 1 − 2 = 6)

(Calculation: Need at least 21 clear days between service date and meeting date. Service is deemed on day after 48 hours of posting.)

### Example 2

Example 2: Shorter Notice for AGM

XYZ Ltd. has 100 members all entitled to vote. How many members must consent in writing for calling AGM at a shorter notice?

Solution: 95% of 100 = 95 members must give written/electronic consent.

### Example 3

Example 3: Shorter Notice for EGM

ABC Ltd. has 200 members and paid-up share capital of ₹10,00,000 (all carrying voting rights). For calling an EGM at shorter notice, what is required?

Solution:

Majority in number of members entitled to vote = at least 101 members, AND
Holding not less than 95% of paid-up capital = ₹9,50,000 worth of shares

Both conditions must be cumulatively satisfied.

### Example 4

Example 4: Non-receipt of Notice

Notice for AGM was duly sent to all 50 members. However, due to a postal issue, Mr. X did not receive it. He claims the AGM proceedings are invalid.

Solution: Under Section 101(4), accidental omission/non-receipt does not invalidate proceedings — provided the company proves the omission was not deliberate. The AGM is valid.

⚠️ Common exam mistakes

Counting the date of meeting OR date of notice while calculating 21 clear days — both must be EXCLUDED.
Forgetting the 48-hour postal rule for deemed service.
Believing Articles can reduce the 21-day notice requirement — they cannot.
Treating 95% as 'majority' for shorter notice — it must be exactly 95% or more.
Omitting the auditor or directors from the list of persons entitled to notice.
Confusing accidental omission (doesn't invalidate) with deliberate omission (invalidates).
Forgetting Section 8 company's exception of 14 days instead of 21 — but only if no default in S.92 or S.137 filings.
Assuming an individual director can call a GM — only the Board can.

Bare-Act text Section 101 · The Companies Act, 2013 · click to expand

Section 101(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: 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 ninety-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 ninety-five per cent of the total voting power exercisable at that meeting.

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