Convening and Holding a General Meeting at a Short Notice
Written By
Sanmita Poojari
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AI Summary
- A general meeting is a duly convened, held and conducted meeting of a company's members or shareholders to discuss and decide on important company matters.
- Section 101(1) of the Companies Act, 2013 requires a general meeting to be called by giving 21 clear days' notice, excluding the day of sending the notice and the day of the meeting.
- Any notice period shorter than 21 clear days qualifies as a shorter notice.
- The Ministry of Corporate Affairs granted private limited companies an exemption via notification dated 05/06/2015, allowing a shorter notice period if the company's articles permit it.
- For an annual general meeting, consent from at least 95 percent of members entitled to vote is required to hold the meeting at shorter notice.
- For other general meetings, consent is required from a majority of voting members holding not less than 95 percent of the paid up share capital carrying voting rights.
- There is no statutory requirement to file the shorter notice consents with the Registrar of Companies.
- In adjudication order no. ROCP/ADJ/Sec-101(1)/(JTA(B)/24-25/17/422 to 425 dated 28/05/2024, the Registrar of Companies, Pune penalised a company and its directors Rs 3,00,000 for filing a Form MGT-14 resolution without furnishing member consents for a shorter notice meeting, treating it as a default under Section 101(1).
- Companies are advised to attach the shorter notice consents along with Form MGT-14 when filing a resolution passed at such a meeting to avoid penalty exposure.
Blog Content Overview
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.
About the Author
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Sanmita Poojari
Senior Associate | Compliance | sanmita.p@treelife.in
A compliance expert with a strong foundation in corporate legal and secretarial practices. Excels in corporate governance, regulatory filings, and advisory services on legal and financial matters, ensuring seamless corporate law compliance for clients.
We Are Problem Solvers. And Take Accountability.
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