Notice of Meeting — Section 101

A meeting cannot bind members who were never properly told it was going to be held. Notice is therefore the first procedural pillar of a valid meeting.

Statutory Requirement

Under Section 101 of the Companies Act, 2013, a general meeting of a company (whether an AGM or an EGM) can be called by giving not less than clear 21 days' notice in writing (or through electronic mode, where permitted) to every member entitled to attend and vote, to the Auditors, and to every director. "Clear 21 days" excludes both the day the notice is served and the day of the meeting itself.

Shorter Notice

A general meeting may be called at shorter notice than 21 days if consent is given in writing, or by electronic mode, by not less than 95% of the members entitled to vote at that meeting. This flexibility recognises that in a small, closely held company, all members may genuinely prefer to waive the full notice period for a matter they already agree needs urgent attention.

Contents of a Valid Notice

A proper notice must state the day, date, time and full place of the meeting, and must contain a statement of the business to be transacted at the meeting. Where any item of business is "special business" (as explained in the AGM/EGM sections above), the notice must be accompanied by an explanatory statement under Section 102 setting out all material facts relating to that item, including the nature and extent of any director's or key managerial personnel's concern or interest in it.

To Whom Notice Must Be Given …