The Notice should be in writing, though no form has been prescribed for this purpose. Oral intimation that it is proposed to have a General Meeting is not a Notice at all and consequently if any Meeting is held, it will be invalid.

A general meeting of a company may be called by giving not less than 21 clear days’ notice either in writing or through electronic mode. Notice through electronic mode shall be given in such manner as may be prescribed

(The expression “twenty-one clear days”, means that the date of service of Notice and the date of the Meeting are to be excluded when calculating the period of twenty-one days [N.V.R. Naggappa Chettair v. Madras Race Club (1949) 19 Comp. Cas. 175 (Mad)].

In case of section 8 company, 14 days’ clear notice is required instead of 21 days.

Where a notice of general meeting is sent by post, it shall be deemed to be served at the expiration of 48 hours after the letter containing the same is posted (Rule 35(6) of the Companies (Incorporation) Rules, 2014). Each of the 21 days must be full or complete days. The day on which the notice is deemed to be served on the member, and the day of the general meeting have to be in addition to the 21 days.

In short

If a notice of the meeting is sent through post, 4 days must be excluded:

1. 2 days for the deemed service of notice (48 hours after posting).
2. 1 day for the date of deemed service of the notice.
3. 1 day for the date of the meeting.

Thus, the 21 clear days are calculated excluding these 4 days.

Example:

The board of directors of XYZ Pvt. Ltd. decides to hold a general meeting on 25th February 2025. A notice for this meeting is sent via post to all members on 31st January 2025.

Steps to calculate the effective notice period:

1. Deemed Date of Service
   When a notice is sent by post, it is deemed to be served 48 hours (2 days) after posting.
   • Notice sent on: 31st January 2025
   • Deemed served on: 2nd February 2025
2. Exclusion of Deemed Service Day and Meeting Day
   As per the law, both the deemed service day (2nd February) and the meeting day (25th February) must be excluded from the 21-day notice period.
3. Calculating 21 Clear Days
   Start counting the 21 clear days from 3rd February 2025. The 21st day will fall on 23rd February 2025, ensuring compliance.
4. Compliance Check
   The meeting is scheduled for 25th February 2025, which is after the 21 clear days. Therefore, the notice complies with the legal requirements.

Notice Period Calculator

As per ss-2

1.2.2 Notice shall be sent by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means. ‘Electronic means’ means any communication sent by a company through its authorised and secured computer programme which is capable of producing confirmation and keeping record of such communication addressed to the person entitled to receive such communication at the last electronic mail address provided by the Member.

Shorter notice ( less then 21 day’s )

Under what circumstances can a company issue a notice of meeting that is shorter than 21 days?

A general meeting may be called after giving a shorter notice also if consent is given in writing or by
electronic mode by not less than 95% of the members entitled to vote at such meeting.

(i) in the case of an annual general meeting, consent by not less than ninety-five per cent of the members entitled to vote at such meeting;

However, the Financial Statements and other documents required to be annexed thereto may be given
at a shorter period of time if the requisite consent of Members in writing, by physical or electronic
means, is accorded thereto:
(a) if the company has a share capital, consent by the 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;

Example:

ABC Limited, a company with a share capital, needs to call an General Meeting (GM) but has to issue a notice that is shorter than the usual 21 days.

• Total Members: 100 members
• Paid-up Share Capital: ₹10,00,000
• Shares with Voting Rights: ₹8,00,000 worth of shares (representing 80% of the total paid-up share capital)

The company proposes to issue a shorter notice for the GM. According to Section 101, for the shorter notice to be valid, the consent must be given by a majority in number of the members entitled to vote and who represent not less than 95% of the voting rights.

• Majority in Number: Out of the 100 members, at least 51 members need to consent to the shorter notice.
• 95% of Voting Rights: At least ₹7,60,000 worth of shares (95% of ₹8,00,000 voting rights) must consent to the shorter notice.

If 51 members (a majority in number) agree and their collective shareholding represents at least ₹7,60,000 (95% of the voting shares), the shorter notice can be validly issued.

or

(b) if the company has no share capital, consent by the members having not less than ninety-five per
cent. of the total voting power exercisable at that meeting:

Example:

XYZ Non-Profit Society is a company without share capital and wants to call an General Meeting (GM). The company needs to issue a shorter notice than the usual 21 days.

• Total Members: 50 members
• Total Voting Power: The company operates on a one-member-one-vote basis, so each member has equal voting power.
• Total Voting Power Exercisable at the Meeting: 50 votes (since there are 50 members).

According to Section 101 of the Companies Act, 2013, for the shorter notice to be valid:

• Consent must be obtained from members holding at least 95% of the total voting power. In this case:
• 95% of the voting power: 95% of 50 votes = 47.5 votes. Since fractional votes are not possible, the company needs at least 48 members to consent.

If 48 members (holding at least 95% of the total voting power) agree to the shorter notice, the company can issue the notice for the meeting with less than 21 days’ notice.

(ii) In case of any other General Meeting-
(a) if the company has a share capital, consent by the majority in number of members entitled to vote
and 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;

(b) if the company has no share capital, consent by the Members having not less than ninety-five per
cent of the total voting power exercisable at such Meeting.

Date and Place of meeting?

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.

Who must receive the notice of every meeting of the company?

(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.]

as per ss-2

1.2 Notice 1.2.1 Notice in writing of every Meeting shall be given to every Member of the company. Such Notice shall also be given to the Directors and Auditors of the company, to the Secretarial Auditor, to Debenture Trustees, if any, and, wherever applicable or so required, to other specified persons.

In case of a Nidhi, Notice may be served individually only on Members who hold shares of more than one thousand rupees in face value or more than one percent of the total paid-up share capital of the company, whichever is less. For other Members, Notice may be served by a public notice in newspaper circulated in the district where the Registered Office of the company is situated and by displaying the same on the Notice Board of the company.

Relevant case Law’s

1. N.V.R. Naggappa Chettair v. Madras Race Club (1949) 19 Comp. Cas. 175 (Mad)

• Facts: The case involved the calculation of “clear days” for the notice period of a general meeting. The question was whether the date of service and the date of the meeting should be counted as part of the 21-day notice period.
• Judgment: The court held that when calculating the notice period, both the date of service and the date of the meeting should be excluded. Therefore, the period of 21 clear days must be calculated by excluding the day the notice is deemed served and the day of the meeting.

2. S. Ramaswamy v. Ramaswamy & Co. Pvt. Ltd. (2021)

• Facts: The case dealt with the invalidity of a general meeting called with less than 21 days’ notice, in violation of Section 101 of the Companies Act, 2013. The shareholder claimed that they were not given proper notice as stipulated by the law.
• Judgment: The court held that the notice period for a general meeting must be strictly followed as prescribed in the Companies Act. It reaffirmed that a meeting held with a shorter notice period without the consent of the required percentage of members (95%) is invalid. The decision emphasized that strict adherence to the procedural requirements is necessary to avoid legal challenges.

3. Shree Choudhary Construction Pvt. Ltd. v. Registrar of Companies (2020)

• Facts: In this case, the company failed to file its financial statements and annual return on time, leading to action by the Registrar of Companies. The company contended that they were not given sufficient notice of the requirements.
• Judgment: The court held that failure to comply with statutory obligations such as filing of financial statements within the prescribed timelines would attract penalties and action under Section 92 and Section 137 of the Companies Act, 2013. It ruled that ignorance or lack of notice does not absolve the company from compliance.

4. Siddhi Vinayak Logistics Ltd. v. SEBI (2022)

• Facts: This case involved a company that had not sent proper notices of general meetings to its shareholders as per the requirements of Section 101 of the Companies Act, 2013. The company was fined by SEBI for failing to adhere to the provisions.
• Judgment: The court held that the failure to provide timely notice in writing (or through electronic mode) to the shareholders constitutes a breach of the Companies Act, 2013. The ruling underscored that even if the meeting is not conducted physically, proper notice via electronic means is mandatory.

5. Tata Sons Pvt. Ltd. v. Cyrus Mistry (2016)

• Facts: This landmark case concerned the removal of Cyrus Mistry as the Chairman of Tata Sons. The question raised was whether the decision to remove him from the board was taken in compliance with the procedures laid out in the Articles of Association, particularly relating to notice periods and meetings.
• Judgment: The court ruled that the procedure for calling a meeting and issuing notices must be followed strictly as per the Articles of Association and the Companies Act. It emphasized that any decision taken in a meeting conducted in violation of the notice requirements could be challenged and deemed invalid.

6. Reliance Communications Ltd. v. Anil Dhirubhai Ambani Group (2021)

• Facts: The issue in this case was the issuance of a notice for a shareholders’ meeting and whether the shareholders’ rights were infringed by the delay in sending out the notice.
• Judgment: The court held that non-compliance with the prescribed notice period for a general meeting, without obtaining the necessary consents from the required percentage of shareholders, was a violation of the statutory provisions. The company was asked to provide the requisite notice period before proceeding with the meeting.

7. Zee Entertainment Enterprises Ltd. v. Invesco Developing Markets Fund (2021)

• Facts: The case revolved around a dispute between Zee Entertainment and its shareholders regarding the calling of an extraordinary general meeting (EGM) and whether the notice was properly issued as per the legal requirements.
• Judgment: The court ruled that the EGM notice issued by the company failed to meet the statutory notice period requirement, and the shareholders’ request for the meeting was valid. The judgment emphasized that the principles of corporate governance, including proper notice, should be followed to ensure the legitimacy of meetings.

Disclaimer: This content is written by Chiman Soni, a CS Executive student and founder of Corporate Laws Hub. The information provided herein is for educational and informational purposes only and should not be construed as legal advice. While every effort has been made to ensure the accuracy and reliability of the information, readers are advised to consult a qualified legal professional or refer to authoritative sources for specific legal queries or concerns.

Disclaimer: This content is written by Chiman Soni, a CS Executive student and founder of Corporate Laws Hub. The information provided herein is for educational and informational purposes only and should not be construed as legal advice or financial advice. While every effort has been made to ensure the accuracy and reliability of the information, readers are advised to consult a qualified legal professional, financial advisor, or refer to authoritative sources for specific legal or financial queries or concerns.