Section 96–Annual General Meeting (‘AGM’)–
Section 96(1) of the Companies Act, 2013 states that every company, whether
public or private, except One Person Company, shall hold an annual general
meeting every year and that the gap between two AGMs shall not be more
than 15 months.
In case of the First AGM of a company, it shall be held within a period of 9
months from the date of closing of the 1st financial year (i.e. April to March next
year).
In any other case, AGM shall be held within a period of 6 months from the date
of closing of its financial year.
The section further states that where a company holds its first AGM as aforesaid,
it shall not be necessary for the company to hold any AGM in the year of its
incorporation.
Moreover, the Registrar may grant an extension by 3 months, for holding the
AGM to any company for special reasons, except in the case of first AGM of the
company.

Section 101: Notice of a meeting5
Section 101 of the Companies Act, 2013 states the length of notice for calling a
meeting. It states that in order to properly call a general meeting the notice should
be sent at least 21 clear days’6 before the meeting, to all the members, legal
representative of any deceased member or the assignee of insolvent members, the
auditors and directors, in writing or electronic mode.
Mode of sending the notice :
As per Rule 18 of the Companies (Management & Administration) Rules, 2014,
sending of notices through electronic mode has been statutorily recognized by
the Act.
o The said rule mentions that a notice may be sent through e-mail as a–
Text; or
As an attachment to e-mail; or
As a notification providing electronic link; or
Uniform Resource Locator for accessing such notice.
o The e-mail shall be addressed to the person entitled to receive such e-mail
as per the records of the company as provided by the depository. Also, the
company shall provide an advance opportunity at least once in a financial
year, to the member to register his e-mail address and the changes therein
and such request may be made by only those members who have not got
their email id recorded or to update a fresh email id and not from the
members whose email ids are already registered. The notice shall be placed
simultaneously on the website of the Company, if any, and on the website
as may be notified by Central Government.
Length of serving the notice – 21 clear days :
Note that, the section mentions that the notice shall be sent 21 clear days’
before the date of meeting. It’s quite obvious to question as to what the
term ‘clear days’ means. 21 clear days mean that the date on which notice
is served and the date of meeting are excluded for sending the notice. A
company cannot curtail by its articles of association the requirement of
21 clear days.

Meetings held at shorter notice–
The proviso to section 101(1) also states that a shorter notice may also be given with
the consent of 95 per cent of the members entitled to vote. Generally meetings need
to be called by giving a notice of 21 clear days. However, they can be called on a
shorter notice if, 95 per cent of the members entitled to vote in that meeting give their
consent in writing or by electronic mode.It is also important to note that only the requirement as regards the length of the
notice being 21 days, is dispensed with by such consent of not less than 95 per cent of
the members entitled to vote at such meeting and not the necessity to call and hold
such meeting.

Contents of the Notice – Section 101(2) :
A valid notice must state the day, date, time and place of the meeting and shall contain
a statement of business to be transacted in that meeting. It must be issued on the
authority of the Board of Directors under the name of an authorised official.
Omission to send notice – Section 101(4) :
Section 101(4) states that any accidental omission to give notice to, or non-receipt
of such notice to any member or other person who is entitled to such notice for any
meeting shall not invalidate the proceedings of the meeting.
This essentially means, that the omission must not be designed or deliberate. Failure
to send notice to a member, under a belief that it will not reach him at the address
mentioned in the register of members is deliberate and not accidental, even if the
belief is based on a mistaken impression.
The onus is on the company to prove that the omission was not deliberate.

*Explanatory Statement to be annexed to notice (Section 102)7
Section 102 of the Companies Act, 2013 mentions that where any special business is
to be transacted at the company’s general meeting, then an ‘Explanatory Statement’
should be annexed to the notice calling such general meeting, which must specify the
nature of concern or interest of every director or manager and every key managerial
personnel and relatives of the director/manager of the company.
Such a statement shall also include all the relevant information and facts that may
enable the members to understand the meaning, scope and implications of the items
of business and to take decision thereon.
For the purposes of understanding what special business means, let us understand the
types of businesses that are transacted at the general meetings. Companies Act, 2013
sets out the two types of businesses transacted in general meetings, which are –
Ordinary business; and
Special business.