Imagine Rajesh & Co. Pvt. Ltd. wants to hold its Annual General Meeting. Before a single member walks in, the law demands proper notice — and Section 101 tells you exactly how much, in what form, and to whom. Get this wrong and the entire meeting can be questioned.
The 21-Day Rule — The Golden Number
The default rule: give at least 21 clear days' notice before any general meeting. "Clear" means you exclude both the day of dispatch and the day of the meeting. So if you send the notice on 1st May, the earliest valid meeting date is 23rd May (not 22nd). Notice can be in writing or by electronic mode (email, app notifications, etc., as prescribed). Every notice must also clearly state the place, date, day, hour, and a statement of business to be transacted — vague notices don't comply.
Shorter Notice — Two Situations to Know Cold
Sometimes you need an urgent meeting. Section 101 allows shorter notice only if members give written or electronic consent:
- AGM: At least 95% of members entitled to vote must consent.
- EGM (company with share capital): Two conditions simultaneously — (a) a majority in number of members entitled to vote, AND (b) members holding at least 95% of the paid-up share capital that carries voting rights. Miss either condition and you're back to 21 days.
- EGM (no share capital): Members with at least 95% of total voting power must consent.
This is asked frequently as a 4-mark question — examiners love testing whether students know both conditions for an EGM with share capital.
Who Must Receive the Notice?
Three categories — don't skip any: (1) every member of the company, including legal representatives of deceased members and assignees of insolvent members; (2) auditors of the company; and (3) every director. Members who can vote only on some resolutions count only toward the 95% threshold for those specific resolutions.
The Accidental Omission Safety Net
If you accidentally forgot to send notice to one member, or it got lost in transit, the meeting proceedings stay valid. This protection applies only to accidental omissions — deliberate exclusions are a different matter entirely.
Example 1 — AGM Shorter Notice Threshold
Rajesh & Co. Pvt. Ltd. has 400 members entitled to vote at its AGM. The board wants to call the AGM on short notice. How many members must consent?
| Requirement | Calculation | Result |
|---|---|---|
| 95% of 400 members | 400 × 95/100 | 380 members |
If only 370 members consent → Shorter notice is NOT valid. The company must give the full 21 clear days' notice.
If 385 members consent → Shorter notice is VALID. ✓
Final Answer: At least 380 members must consent for valid shorter notice.
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Example 2 — EGM Shorter Notice (Company with Share Capital)
ABC Pvt. Ltd. has 200 members entitled to vote and a paid-up share capital of ₹50,00,000 (5,00,000 shares of ₹10 each, all carrying voting rights). The board wants to call an urgent EGM. 110 members holding shares worth ₹48,00,000 consent to shorter notice. Is this valid?
Check Condition 1 — Majority in number:
Majority of 200 = more than 100 members required.
110 members consented → 110 > 100 ✓
Check Condition 2 — 95% of paid-up share capital:
95% of ₹50,00,000 = ₹47,50,000 required.
Consenting members hold ₹48,00,000 → ₹48,00,000 > ₹47,50,000 ✓
Both conditions satisfied.
Final Answer: Shorter notice is VALID — both the number condition and the 95% capital condition are met.
📖 Bare Act text — Section 101, Companies Act 2013
(click to expand)
(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: 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. (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.