Section 101 The Companies Act, 2013

(1) A general meeting of a company may be called by giving not less than clear ²[twenty-one days’] notice either in writing or through electronic mode in such manner as may be prescribed:

⁴[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 thse 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.]

Exceptions/ Modifications/ Adaptations

^1. In case of private company – section 101 shall apply, unless otherwise specified in respective sections or the articles of the company provide otherwise. –Notification dated 5th june, 2015.

^2. In case of section 8 company, in clause (1) of Sub-section (1) of section 101 for the words “twenty one days”, the words “fourteen days” shall be substituted. – Notification dated 5th june, 2015.

^3. In case of Specified IFSC Public Company – section 101 shall apply in case of a Specified IFSC public company, unless otherwise specified in the articles of the company. Notification Dated 4th January, 2017.

Note :

1. Clarification on passing of ordinary and special resolutions by companies under the Companies Act,2013 and rules made thereunder on account of the threat posed by Covid-19.

Amendment

^4. Substituted by the Companies (Amendment) Act,2017 :- Effective From 09th February 2018

In section 101, for sub-section (1) for the words:-

[Provided that a general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than ninety-five per cent of the members entitled to vote at such meeting.]

The following proviso shall be substituted, namely :-

[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 resolu