Notice of meeting
📚 Law Minded summary
A general meeting needs at least twenty-one clear days' notice, in writing or electronically.
The notice states the place, date, time and the business to be transacted, and goes to every member, legal representative of a deceased member, assignee of an insolvent member, auditor and director.
Shorter notice is possible if enough members agree — ninety-five per cent for an extraordinary general meeting, and for an annual general meeting the consent of ninety-five per cent of those entitled to vote. An accidental failure to give notice to someone does not invalidate the meeting.
(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 maybe prescribed: 2[Provided that a general meeting may be called after giving shorter n otice 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 lat ter.]
(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.