Amended and updated notes on section 101 of Companies Act 2013. Detail discussion on provisions and rules related to notice of meeting.
Chapter VII (Sections 88–122) of the Companies Act, 2013 (CA 2013) deals with the provisions related to management and administration. Section 101 of CA 2013 provides for notice of meeting.
Recently, we have discussed in detail section 100 (Calling of extraordinary general meeting) of CA 2013. Today, we learn the provisions of section 101 of Companies Act 2013 read with the Companies (Management and Administration) Rules, 2014.
Section 101 of the Companies Act, 2013 has been notified by the Ministry of Corporate Affairs (MCA) vide Notification No. S.O. 902(E) issued dated 27.03.2014. This notification shall come into force from 1st April, 2014 i.e. the commencement date of section 101 is 1-04-2014.
| Name of Act | The Companies Act 2013 |
|---|---|
| Enacted by | Parliament of India |
| Administered by | Ministry of Corporate Affairs (MCA) |
| Number of Chapters | 29 |
| Number of Sections | 484 (470-43+57) |
| Number of Schedules | 7 |
| You are reading: | |
| Chapter No. | VII |
| Chapter Name | Management and Administration |
| Section No. | 101 |
| Section Name | Notice of meeting |
| Monthly Updated Edition | Company Law PDF |
Section 101 of Companies Act 2013: Notice of meeting
Section 101 shall come into force on 1st April, 2014 vide Notification No. S.O. 902(E) issued dated 27.03.2014.
(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.
Exception/ Modification/ Adaptation:
1) In case of Private company, section 101 shall apply unless otherwise specified in this section or the articles of the company provide otherwise. – Notification No. G.S.R. 464(E) dated 5th June, 2015.
2) In case of Section 8 (Non-profit) Companies, in sub-section (1), for the words “twenty one days”, the words “fourteen days” shall be substituted. –Notification No. G.S.R. 466(E) dated 5th June, 2015.
3) Section 101 shall apply in case of a Specified IFSC public company, unless otherwise specified in the articles of the company. –Notification No. G.S.R. 08(E) dated 4th January, 2017.