# Notice of a General Meeting — Section 101

A general meeting cannot be held without proper notice — Section 101 prescribes who gets notice, how long in advance, and how it must be served.

## 1. The 21 Clear Days Rule

21 clear days' notice is required (excluding the date of sending and the date of the meeting).
May be served in writing, by electronic mode, or other prescribed mode.

### To whom?

Notice must go to:

All members,
Legal representatives of deceased members,
Assignees of insolvent members,
Auditors, and
Directors.

## 2. Special Cases

Company	Modification
Specified IFSC Public Company	Sec 101 applies unless articles state otherwise
Section 8 Company	14 clear days' notice (provided no default under Sec 92 or Sec 137)

## 3. Accidental Omission

Accidental omission or non-receipt of notice does not invalidate the meeting.
Burden lies on the company to prove the omission was accidental (e.g., email transmission failure beyond control — Rule 18(3)).

## 4. Shorter Notice — Requires Members' Consent

A general meeting may be called at shorter notice with consent (in writing or electronic mode):

Meeting	Consent Required
AGM	At least 95% of members entitled to vote
Other (EGM) — Company with share capital	Majority of members holding ≥ 95% of PUSC with voting rights
Other — Company without share capital	Members having ≥ 95% of total voting power

Note: Where a member can vote only on some resolutions, they are counted only for those resolutions — not for resolutions on which they cannot vote.

## 5. Contents of Notice

The notice must specify the day, date, time, place, and the business agenda.

## 6. Authority to Call a GM

Board approval is mandatory.
An individual director cannot unilaterally call a GM; any such call needs Board ratification.

## 7. Mode of Sending Notice (Electronic)

E-mail (text, attachment or link).
Subject line must include: company name, meeting type, date, and place.
Notice must be hosted on the company's website and any government-notified website.
Sent via secure programs with transmission records.
Email failure beyond the company's control absolves liability.
Sent to the address as per company/depository records.
The company must give members at least once each FY an opportunity to register or update their email ID. This opportunity is only for members who haven't registered or wish to update — not those whose ID is already on record.

## 8. Notice by Post

If sent by post, service is deemed effected 48 hours after posting.

Worked example

### Example 1

Example 1 — Computing 21 clear days:

AGM is on 30 September. Notice must be dispatched on or before 8 September so that 21 full days fall between dispatch and meeting (both excluded).

### Example 2

Example 2 — Shorter notice for AGM:

ABC Ltd has 1,000 members entitled to vote. At least 950 members must consent for AGM to be held on shorter notice.

### Example 3

Example 3 — Section 8 default:

XYZ Sec-8 Co failed to file its annual return under Sec 92. The 14-day relaxation lapses — it must give the standard 21 clear days' notice.

### Example 4

Example 4 — Postal service:

Notice posted on 1 September is deemed served on 3 September (48 hours after posting). If the meeting is on 24 September, only 21 days lie between deemed service and meeting — valid.

⚠️ Common exam mistakes

Counting the dispatch date OR the meeting date within the 21 days — both must be excluded.
Granting all Section 8 companies the 14-day relief — it is forfeited on default in Sec 92 or Sec 137 filings.
Confusing the 95% threshold for shorter-notice AGM with the threshold for EGM; both are 95%, but the base differs (members vs PUSC vs voting power).
Allowing an individual director to issue notice of a GM without prior Board approval.
Forgetting that auditors and directors must also receive notice — not just members.

Bare-Act text Section 101 · 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. Section 101(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. Section 101(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.

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Notice of a General Meeting (Sec 101)

Worked example

⚠️ Common exam mistakes