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 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.
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.
Legal Commentary & Landmark Judgments: Section 101
Section 101 prescribes the statutory requirements for calling general meetings, mandating twenty-one clear days' notice and regulating shorter notice consent thresholds.
Sub-section (1) proviso permits shorter notice if consent is given by ninety-five percent of members entitled to vote at an AGM, or by members holding majority in number and ninety-five percent of voting capital at an EGM.
Calculating the 'twenty-one clear days' is a critical compliance checkpoint. When notice is dispatched by registered post, Section 101 must be read with Rule 35 of the Companies (Incorporation) Rules, which adds forty-eight hours for postal transit, effectively requiring twenty-three clear days between posting and the meeting. Resolutions passed at a meeting suffering from defective notice are vulnerable to being declared void by the NCLT.