# Notice of General Meeting

## What is a Notice?

A notice is a formal communication sent to members informing them of an upcoming general meeting, the matters to be transacted, and their rights regarding attendance and voting.

## Essential Requirements

Element	Requirement
Form	Reasonable form (writing/electronic)
Length	21 clear days
Despatch	To all entitled persons (members, directors, auditors, legal representatives of deceased members, official assignees of insolvent members)
Contents	Place, Date, Time, Agenda, Right to appoint Proxy
Enclosures	Audited Accounts, Balance Sheet, Directors' Report, Auditors' Report, Proxy Form

## Meaning of "Clear Days"

Clear days = full or complete calendar days
Excluded: The day of service of notice AND the day of meeting

### Computing the 21-Day Period

Mode of Service	Computation
In person	Date of actual service is considered
By post	1 day for posting + 2 days postal transit + 21 clear days + 1 day for meeting

Effective notice period by post = 25 days

## Service Through Electronic Means

Notice may be sent through e-mail as:

Text in body
Attachment
Notification
URL link

### Conditions for E-Notice

1. Company must use the proper e-mail address as per its records

2. Subject line must state: Company name, Type of notice, Place & date of meeting

3. The system must produce:

Confirmation of dispatch
Record of recipients
Copy of record
Report of failed transmissions
Provision for re-sending

## Shorter Notice (for AGM)

Valid only if consent — in writing or by electronic mode — is given by not less than 95% of the members entitled to vote thereat.

## Key Takeaway

The notice is a foundational document; any defect can render the meeting (and resolutions passed therein) invalid. Pay special attention to clear days — students frequently miscalculate by including the service date or meeting date.

Worked example

### Example 1

Example 1 — Computing Notice Period:

The AGM of ABC Ltd. is scheduled for 30th September. By what date must the notice be posted by ordinary post?

Solution:

Meeting Day: 30 Sept (excluded)
21 clear days before: count back from 29 Sept → notice must be available to members by 8 Sept
Postal transit: 2 days → reach members by 8 Sept means despatched 6 Sept
Posting day: 1 day → posted by 5th September

### Example 2

Example 2 — Shorter Notice:

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

Solution: 95% of 100 = 95 members must consent in writing/electronic mode. Even if 94 agree, shorter notice is invalid.

⚠️ Common exam mistakes

Including the date of service or date of meeting while computing 21 "clear days"
Confusing the 95% threshold for shorter notice with the simple majority (51%) or special resolution threshold (75%)
Forgetting to add postal transit time (1+2 days) when notice is sent by post
Treating 21 "calendar days" as the same as 21 "clear days" — clear days are stricter

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

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.

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