Section 101 Of Companies Act 2013: Notice Of Meeting
Updated: Oct 7
What is a Notice of Meeting?
The notice means a written invitation to the persons concerned to attend the meeting. A Notice of the meeting is a letter informing members or directors of a company of an upcoming meeting. Preparing and giving notice is an essential requirement for a valid meeting. If the officer fails to give notice to any eligible member, the meeting will be invalid. This document sets out the date, time, and location of the meeting and the general business status to be worked out in the meeting. The notice must comply with your provincial business management rules of business and comply with your company's by-laws as set out in support issues. The by-laws of the company will appoint a person, usually the company secretary, to submit the notice of the meeting to the board of directors.
Why is there a Notice of Meeting?
For any meeting to function, adequate notice must be given to the persons entitled to attend the meeting. The key issues are:
· Length of notification - At general meetings, the law stipulates that 21 days notice must be given to all persons eligible for the meeting. However, a brief notice may be given if: At general meetings, all members agree; and at formal and informal conventions, members with 95% of the total voting rights agree to a brief notice. Another way to get members' approval for short notice is to make sure members sign a Letter of Cancellation.
· Notification content - Every notice of a company meeting must state the date, place, time of the meeting, and the agenda of the meeting. In addition, the notice of the general meeting must also include a statement that the member has the right to appoint a representative to attend the meeting to vote for the member. Proxies are usually designated by Representative Form.
· Persons entitled to attend general meetings - At board meetings, all directors of the company are entitled to announce the board meeting. At regular meetings, members of the company or their proxies, company debtors, business affairs commission, and other eligible stakeholders are entitled to receive notice of the meeting.
The notice of the Meeting must provide sufficient and complete disclosure of the issues to be voted on, otherwise, the decisions taken at the meeting will not apply.
Types of Meetings That Require a Notice
Business meetings are required by most of the country’s business rules. The three most common types of meetings that require notice of a meeting include:
· Regular Meetings: These meetings are usually included in the company's by-laws. They are held at regular intervals throughout the year such as monthly or quarterly.
· Special Meetings: Special meetings are less regular and are called for a specific purpose or topic. A detailed notice of the meeting is very important to the special meeting.
· Annual Meetings: Like regular meetings, annual meetings are also required by the country’s business rules and company by-laws. Generally, shareholders' meetings are annual meetings.
When a meeting is called, notice is required for all who will be present. It must satisfy the following conditions:
· It must be under the appropriate authority
· Must state the name of the organization
· Must state the date, day, time, and place. And, sometimes, a way to get to a place
· It should be early. Some require a seven-day notice, others 48 hours
· It should state the purpose and, if possible, the agenda
· Must contain the date of distribution and the signature of the compiler/secretary
· It should go to all the people needed for the meeting
· Must state TA / DA etc. paid and plans for this
It is necessary to ensure that the notice is received on time. This can be done over the phone. Postage is usually delayed.
What’s Included in A Notice of Meeting?
The following 11 key components are usually required to be included in the meeting notification:
1. Company Name: The company name should be at the top of the meeting notice, and should indicate exactly how it appears in the business integration documents.
2. Type of Meeting: There are different types of meetings that a company can hold. This includes regular meetings, special assemblies, and annual conventions. Your meeting notice should describe the type of meeting being held
3. Meeting Participants: There are several interested parties in the company who will need to be notified that the meeting is scheduled and receive notice of the meeting. The most common participants include shareholders, board of directors, members, company executives, and board executives.
4. Meeting Date: Notice needs to be included in the meeting date. Your company documents must be included during the time that the meeting notification needs to be sent. Generally, notices are sent about 60 days before the meeting. You should give the participants enough time to make arrangements to attend the meeting.
5. Date of the Notice: In addition to the date of the meeting, your notice must also have a date so that participants know when it was issued.
6. Meeting Time: Notice of the meeting must include meeting time. It is important to choose the right time for as many participants as possible to ensure the best possible presentation.
7. Purpose of the Meeting: Meetings of different companies throughout the year will achieve different objectives. Sometimes the meetings are for budget approval and some are for declaration of benefits. You can include the purpose of the meeting in the agenda in the notification so that participants know what to expect.
8. Meeting Venue: A company meeting can be held as long as it is permitted under the company rules and the business rules of the country. In general, companies prefer to hold meetings at their headquarters because this is best for the participants.
9. Option to Attend Telephone or Video Conference: Some companies allow participants to attend a conference by telephone or video. If this option is available, the meeting notification should include all the information required to attend the meeting. This could be a phone number or a video conference link with a passcode.
10. Meeting agenda: In the second part of the meeting notification, you must enter the meeting agenda in the form of a list. The agenda should also include each topic that will be discussed or voted on during the meeting. Usually, the first item of the agenda authorizes meeting minutes from the previous meeting.
11. Name and Title of the Sender of the Notice: In most companies, a company secretary or company official is responsible for writing and submitting the notice of a meeting. In addition to the company name, the name and title of the person sending the notice must be included. This person will have the authority to sign and will be responsible for signing the notice of the meeting.
How is a Notice Made?
Firstly, all the information should be entered that is required to complete the document.
Once the document is completed, it should be printed and signed by the person indicated as the signatory. A paper with the company logo can be used. Once signed, the notice should be sent to all persons entitled to be notified under the by-laws of the company.
Under the Companies Act, the written notice for regular meetings of stockholders or members should be sent at least twenty-one (21) days before the meeting, unless a different period is required by the by-laws while the written notice for special meetings should be sent at least one (1) week before said meeting. If the meeting is for the board of directors or board of trustees of the company, the written notice should be sent at least two (2) days before the scheduled meeting, regardless of whether the meeting is regular or special.
The notice should be sent to all stockholders or members of record by electronic mail or in such other manner as the Securities and Exchange Board of India (SEBI) may allow under its guidelines.
Section 101 of The Companies Act, 2013 (Notice of 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 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 percent. of the members entitled to vote at such meetings.
(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.