Convening and Holding a General Meeting at a Short Notice

Looking at the title above, the meaning of same may not be clear because it includes two technical terms:

• General Meeting

• Shorter Notice

So, what is a General Meeting?

Going by the technical terms, a General Meeting is defined as a “a duly convened, held and conducted Meeting of Members”. In common words, a General Meeting is a gathering where the Shareholders of a Company meet to discuss and take decisions on important matters concerning the Company.

 

and what is a shorter notice?

Further, as per the provisions of Section 101(1) of Companies Act, 2013, a General Meeting may be called by giving a notice of 21 clear days (meaning the day of sending the notice and the day of the meeting are excluded from calculation of 21 days). Any notice not confirming with above requirement is a shorter notice.

However, MCA has granted a special exemption for Private Limited Companies in this case through its notification dated June 5, 2015. These companies can have a notice period shorter than 21 clear days, provided their Articles allow for it.

A General Meeting may be called at shorter notice if consents for the same have been received from the required number of shareholders in writing or in electronic mode, as further explained below:

Type of Meeting	Annual General Meeting (In general terms, the meeting where annual financial statements are approved by Shareholders)	Other General Meetings
Consent Required	Atleast 95% of the members entitled to vote at the meeting	Majority of Voting Members Holding not less than 95% of the Paid-up Share Capital that gives Right to Vote

Are we required to file the above consents for shorter notice anywhere?

There is no legal provision that necessitates the requirement to file the consents of members with the registrar for holding a meeting at shorter notice. However, a recent adjudication order no. ROCP/ADJ/Sec-101(1)/(JTA(B)/24-25/17/422 to 425 issued by the Registrar of Companies, Pune on May 28, 2024, highlighted a case where a company filed a resolution in Form MGT-14 without furnishing consents of members for shorter notice. The officer concluded this omission as a default under Section 101(1) of the Companies Act, 2013, treating it similarly to holding a General Meeting at shorter notice without proper consent from members. 

Consequently, a penalty of Rs. 3,00,000 (Three Lakh Rupees) was imposed on the company and its directors

Therefore, it is advisable to attach these consents with Form MGT-14 when filing a resolution passed at such a meeting.