This article has been written by Ms. Shruti Garg, student of Indian Institute of Legal Studies.

INTRODUCTION

Notification is provided is in order to give the members of the company knowledge about a particular information. The notification provides the purpose and also makes it mandatory for the member to comply with it. A company may issue a notification for convening a meeting or to pass a resolution or to remove a director or any other purpose which it deems fir. The article provides the contents of the notice, mode of delivery and the situation when a special notice can be given.

NOTIFICATION OF MEETING

Section 101 0f the Companies Act, 2013 provides notice of meeting. A notice must be given to the members who are to be present in the meeting. This section provides that notice should be given to every member of the company and there can be no deliberate omission to give notice to a single member it may invalidate the meeting. It is also said that the notice shall be writing and must be given 21 days before the date of the meeting. The time period of 21 days must be calculated from the date of receipt of the notice by members and the notice shall be deemed to have been received at the expiration of 48 hours from the time of posting. It is also stated in case of any other meeting the consent of the holders of 95 per cent of the paid-up share capital or the consent of 95 per cent of the total strength of members would be necessary.

CONTENTS OF THE NOTICE

The notice shall specify the day, date, time and full address of the venue of the meeting and also contain complete particulars of the venue of the meeting including the route map and prominent landmark for easy location. The notice must contain a statement of business to be transacted at the meeting as businesses are of two types namely, general business and special business. Also, as issue of capital is a special business, it must be mentioned in the notice. In case any special business is transacted at an annual meeting a statement to that effect must be annexed to the notice calling the meeting. The statement must set out all material facts concerning each item and should disclose the interests of any director or other key managerial personnel in that matter. If any item of business refers to a document which is to be considered at that meeting, the notice must specify the time, place where such document can be inspected. The notice must be frank, clear and satisfactory.

In the case of Narayanlal Bansilal v Maneckji Petit Mfg Co Ltd, a company had managing agents and wanted to adopt a new set of articles changing the terms of their appointment. The notice convening a meeting of the shareholders for the purpose set out the proposed special resolution but did not give particulars of the important changes to be affected. Accordingly, the resolutions passed on the basis of this notice were held to be invalid.

MODE OF DELIVERY

Notice must be given either in writing or via electronic mode. The notice of the general meeting shall be sent by hand or by an ordinary post or by speed post or by registered post or by courier or by facsimile or e-mail or any other electronic means. Notice shall be sent to members by registered post or speed post or e-mail and not by ordinary post in case if the company provides the facility of e-voting or if the item of business is being transacted through postal ballot. The notice of the general meeting of the company shall be simultaneously placed on the website of the company, if any and on the website as may be notified by the Central Government.

PUNISHMENT

Section 450 of the Companies Act, 2013 provides punishment for such as are not explicitly mentioned in the Act. Since a specific punishment is not provided for failure to give notice Section 450 will be applicable. Accordingly, for contravention i.e., failure to provide notice every officer of the company who is in default shall be punishable with a fine up to Rs 10,000 where the contravention continues then the fine shall be Rs 1,000 for everyday of contravention. The offences committed by the company and officer punishable only with fine and are compoundable under Section 441 of the Act.

SPECIAL NOTICE

According to Section 115 of the Companies Act, 2013 a special notice must be provided for any resolution. It states that a notice of the intention to move such resolution has to be given to the company of such number of members who are holding not less than 1 per cent of the total voting power or holding shares on which such aggregate sum not exceeding Rs 5,00,000 has been paid. The company is supposed to give notice to the members in the prescribed manner, such a resolution is called an ordinary resolution which requires special notice. The members must be informed at least seven days before the meeting. Every member has a right to give a special notice of this kind relating to a proposed resolution but he does not have the right to have the resolution included in the agenda of the meeting unless he is supported by as many members as can requisition a meeting or can ask for circulation of a member’s resolution.

CONCLUSION

A company may provide notice for meeting and must be delivered to all the members through a specific mode or as mentioned in the Act. The company may also provide a special notice in order to pass a resolution. The notice may be provided by various means and if any members does not act accordingly he/she shall be liable as provided under the Act.  

REFERENCES

• The Companies Act, 2013, No. 18, Acts of Parliament, 2013 (India).
• AVTAR SINGH, COMPANY LAW 374, 376 (Eastern Book Company 2018).
• ICSI,https://www.icsi.edu/media/portals/32/Overview%20of%20Definitions%20%20Rules%20-%204%207%2014.pdf (last visited Nov. 10, 2022).
• Geeta Saar, CERTIFICATE OF SHARES, https://www.icsi.edu/media/portals/86/Geeta_Saar_51_Certificate_of_Shares.pdf.

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