Q.The Board of Directors of Sunrise Traders Ltd. (a public company with 850 members) sends out the notice for its Annual General Meeting only 15 days before the meeting date, without obtaining any consent from members for shorter notice. On the day of the meeting, only 4 members are personally present at the appointed time. Based on this situation, answer:

Both the notice period (15 days, well short of the required clear 21 days, with no 95% consent obtained) and the attendance (4 members, below the quorum of 5 needed for a company of this size) fail the statutory requirements here.

1. Validity of the notice: Section 101 of the Companies Act, 2013 requires a general meeting to be called on not less than clear 21 days' notice. Sunrise Traders Ltd. has given only 15 days' notice, which falls short of this requirement. The Act does permit shorter notice, but only where consent has been obtained, in writing or by electronic mode, from members holding not less than 95% of the voting rights entitled to vote at that meeting — and the facts state that no such consent was obtained. On these facts, therefore, the notice is not validly given, and the meeting is procedurally defective on this ground alone, exposing any resolutions passed to legal challenge.
2. Validity of the meeting given the attendance: Separately, Section 103 fixes the quorum for a public company at 5 members personally present where total membership does not exceed 1,000 — which is the applicable slab here, since Sunrise Traders Ltd. has 850 members. Only 4 members are personally present at the appointed time, which is below this required quorum of 5. Under Section 103, if quorum is not present within half an hour of the time appointed for the meeting, the meeting (if not called upon requisition) stands automatically adjourned to the same day in the next week, at the same time and place, or to such other day, time and place as the Board may determine — it cannot proceed to transact business at that sitting. …

Students sometimes treat this as a single defect and answer only the notice point or only the quorum point. A case combining two independent procedural defects should be analysed against each relevant section s …