Chapter VII - Management and Administration
Section 101
Section 101: notice of general meeting
A general meeting needs at least twenty-one clear days’ notice in writing or by electronic mode, unless the members give the shorter-notice consent in section 101.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(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 ninty-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 ninty-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.
Introduction
Section 101 controls the notice period, contents and recipients for a general meeting. The shorter-notice proviso was substituted with effect from 9 February 2018.
An AGM on shorter notice needs consent from at least ninety-five per cent of the members entitled to vote. Any other general meeting needs a majority in number of the members entitled to vote who also represent at least ninety-five per cent of the paid-up voting capital, or ninety-five per cent of the voting power where there is no share capital.
Key takeaways
Notice period
At least twenty-one clear days, in writing or through electronic mode, in the prescribed manner.
Contents and recipients
The notice states the place, date, day, hour and business. It goes to every member, the legal representative of a deceased member, the assignee of an insolvent member, the auditors and every director.
Accidental omission
An accidental failure to give notice to, or non-receipt by, an entitled person does not invalidate the meeting.
Count twenty-one clear days
Notice may be given in writing or through electronic mode, in the manner prescribed by the Companies (Management and Administration) Rules, 2014. Plan the dispatch so that at least twenty-one clear days remain before the meeting.
- India Code — consolidated Companies Act, 2013, section 101
- eGazette — Companies (Amendment) Act, 2017 (1 of 2018)
- eGazette — S.O. 630(E), 9 February 2018 (commencement of Act 1 of 2018)
- eGazette — S.O. 902(E), 26 March 2014 (commencement from 1 April 2014)
- eGazette — Companies (Management and Administration) Rules, 2014, G.S.R. 260(E)
- eGazette — G.S.R. 464(E), 5 June 2015 (exemptions for private companies)
- eGazette — G.S.R. 583(E), 13 June 2017 (amending G.S.R. 464(E))
- eGazette — G.S.R. 466(E), 5 June 2015 (exemptions for section 8 companies)
- eGazette — G.S.R. 584(E), 13 June 2017 (amending G.S.R. 466(E))
Shorter-notice consent
For an AGM, consent in writing or by electronic mode is needed from at least ninety-five per cent of the members entitled to vote.
For any other general meeting of a company with share capital, consent is needed from a majority in number of the members entitled to vote who also represent at least ninety-five per cent of the paid-up share capital carrying voting rights. A company without share capital needs at least ninety-five per cent of the total voting power. Members entitled to vote only on some resolutions are counted only for those resolutions.
Contents and recipients
The notice must state the place, date, day and hour of the meeting and the business to be transacted. It goes to every member, the legal representative of any deceased member, the assignee of an insolvent member, the auditor or auditors and every director.
Private, section 8 and One Person Companies
For a private company, G.S.R. 464(E) of 5 June 2015 provides that sections 101 to 107 and section 109 apply unless otherwise specified in the respective sections or the articles provide otherwise. Paragraph 2A, inserted by G.S.R. 583(E) of 13 June 2017, limits the relaxations to a private company that has not defaulted in filing its financial statements under section 137 or its annual return under section 92.
For a company licensed under section 8, G.S.R. 466(E) of 5 June 2015 substitutes fourteen days for twenty-one days in sub-section (1). G.S.R. 584(E) of 13 June 2017 did not change this entry. Paragraph 2A, inserted by G.S.R. 584(E) of 13 June 2017, applies the exceptions in G.S.R. 466(E) only to a section 8 company that has not committed a default in filing its financial statements under section 137 or its annual return under section 92 with the Registrar.
Section 122(1) states that section 98 and sections 100 to 111 do not apply to a One Person Company.
Practical preparation
Fix the meeting date. Count back twenty-one clear days. Prepare the notice with all required particulars. Build the recipient list, including auditors and directors. Collect and file any shorter-notice consents and check them against the applicable test.
Practical checklist
Do
- Keep proof of dispatch for each recipient class.
- Apply the AGM test or the other-meeting test, whichever fits the meeting.
Avoid
- Do not omit the auditors or directors from the recipient list.
- Do not use the AGM ninety-five per cent test for an EGM; the other-meeting test also needs a majority in number.
Illustrative example
Hypothetical: urgent EGM
A company with share capital needs an EGM in ten days.
Test
Collect consent from a majority in number of the members entitled to vote, who together hold at least ninety-five per cent of the paid-up voting capital.
Notice
Send the notice with place, date, day, hour and business to all required recipients.
Record
Keep the consents with the meeting papers.
Outcome
- The EGM can proceed on shorter notice once the other-meeting consent test is met.
Glossary
- Clear days
- The full days of notice required before the meeting under section 101(1).
- Shorter notice
- Notice of less than twenty-one clear days, valid only with the consent the proviso requires.
Frequently asked questions
Can an AGM be called on shorter notice?
Yes, if at least ninety-five per cent of the members entitled to vote consent in writing or by electronic mode.
Who must receive notice?
Every member, the legal representative of any deceased member, the assignee of an insolvent member, the auditor or auditors and every director.
Does accidental omission invalidate the meeting?
No. Under sub-section (4), an accidental omission to give notice, or its non-receipt, does not invalidate the proceedings.
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Contact BizeneedLast updated 11 October 2026