Summary: A General Meeting ordinarily requires 21 clear days’ notice under Section 101(1) of the Companies Act, 2013, but may be called at shorter notice with the prescribed members’ consent. The article explains that shorter-notice consent does not by itself remove the proxy requirements under Section 105, including the 48-hour period for depositing proxy instruments under Section 105(4) and Para 6.6.1 of SS-2. Referring to the ICSI Guidance Note on General Meetings, it states that where 95% consent is obtained, proxy requirements must still be complied with, so a General Meeting immediately after a Board Meeting on the same day may not be possible. Where all members entitled to vote consent to shorter notice, the Guidance Note says proxy requirements need not be complied with; on that basis, the Board Meeting and General Meeting may be held on the same day, subject to other applicable compliances.
Can a Board Meeting and General Meeting Be Held on the Same Day?
Most people would say yes, if the requisite consent for shorter notice has been obtained.
But there’s a catch. 👇
Under Section 101(1) of the Companies Act, 2013, a General Meeting ordinarily requires 21 clear days’ notice. The section permits a meeting to be called at shorter notice if the prescribed consent of members is obtained.
But shorter notice does not automatically dispense with the proxy requirements.
What Does Section 105 Say?
Section 105(1) provides:
“Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf.”
Section 105(4) deals with the period for depositing the proxy instrument and provides for the 48-hour period.
The requirement is further reflected in Para 6.6.1 of SS-2, which provides:
“Proxies should either be deposited with the company in person or received through post not later than forty-eight hours before the commencement of the Meeting…”
This 48-hour window is important because the company has to deal with proxies lodged for the meeting in accordance with the applicable requirements, including their validity and, where relevant, multiple proxies.
So What Happens With a Same-Day Meeting?
Suppose the company proposes to hold:
Board Meeting → 10:00 A.M.
General Meeting → 11:00 A.M.
on the same day.
If the General Meeting is being called at shorter notice and the required consent is obtained from 95% of the members entitled to vote, does that automatically solve the problem?
No.
The ICSI Guidance Note on General Meetings specifically addresses this situation.
It states that where the requisite shorter-notice consent is obtained, the General Meeting can be held at shorter notice subject to compliance with the provisions relating to appointment of proxy.
Consider, a General Meeting proposed immediately after the Board Meeting on the same day where 95% consent has been received, and concludes:
“the proxy requirements need to be complied with by the Company.”
Accordingly:
“the Board Meeting and General Meeting can’t be held on the same day.”
But What If All Members Consent?
This is where the position changes.
“if consent for shorter Notice is received from all the Members entitled to vote at the Meeting, the proxy requirements need not be complied with.”
Therefore, it concludes that where 100% of the members entitled to vote have consented, the Board Meeting and General Meeting can be held on the same day.
Therefore
95% consent
→ Shorter notice permitted
→ Proxy requirements continue
→ Same-day General Meeting immediately after the Board Meeting may not be possible where the proxy requirements cannot be complied with.
100% consent
→ Shorter notice permitted
→ Proxy requirements need not be complied with, as clarified by ICSI
→ Same-day General Meeting can be held, subject to other applicable compliances.
The important point: The 48-hour proxy requirement should not be treated as something that shorter-notice consent automatically overrides.
#CompaniesAct2013 #CorporateLaw #SecretarialStandards #GeneralMeeting #BoardMeeting
