Failed to give Notice of meetings to the shareholders leads to penalty

Failed to give Notice of meetings to the shareholders leads to penalty . In this article we will take you through Section 101 of the Companies Act, 2013, governs the notice requirements for general meetings of a company. It mandates that a clear 21 days’ notice must be given to all shareholders, directors, and auditors before convening a general meeting. The notice must specify the date, time, venue, and agenda of the meeting and can be delivered in writing or through electronic means. This provision ensures transparency and allows members sufficient time to prepare for discussions and decision-making. Non-compliance with Section 101 can render the meeting invalid, unless the absence of notice is waived by all entitled members.
Applicable Provisions 
The case involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the MCA adjudication of penalties for defaulting in section 101 of the Act. The matter was brought before the Regional Director (ER), Kolkata, for consideration.
Facts of the Case with ROC and RD
In the adjudication order of Calcutta South Club Limited ROC, west Bengal has passed the adjudication order on 08/05/2024 for violation of the provisions of section 203 of the Companies Act, 2013.
The concerned ROC had issued adjudication notice dated 09.02.2024 for violation of section 101 of the Act to the company and its officers. In this regard, no reply was received by the ROC, from the company and its officers for aforesaid adjudication notice.
Considering the facts and circumstances of the case, the ROC imposed the penalty on the company and the officers in default, leads to an appeal before the concerned RD and appeal was heard on 30/08/2024. In appeal authorised representative was asked to make submissions regarding infirmity if any in the order of ROC. The authorised representative had no valid submission in this regard. Hence, the order of ROC is confirmed as no cogent ground was made out by the authorised representative.
The director and company shall pay the amount of penalty from out of their pockets. The amount of penalty shall be paid within a period of 90 days from the date of receipt of the copy of the order. Further, if the company and its directors fail to deposit the penalty amount within the prescribed period, action under section 454(i) and (ii) of the companies Act 2013 shall be initiated against the company and its directors.
Our Observation:
The case signifies the importance of compliance with Section 101 of the Companies Act, 2013, which mandates proper notice requirements for general meetings. This reinforces that non-compliance with statutory provisions can lead to financial and legal consequences for companies and their officers.
Download MCA Adjudication Order:

In this article we will take you through Section 101 of the Companies Act, 2013, governs the notice requirements for general meetings of a company. It mandates that a clear 21 days’ notice must be given to all shareholders, directors, and auditors before convening a general meeting. The notice must specify the date, time, venue, and agenda of the meeting and can be delivered in writing or through electronic means. This provision ensures transparency and allows members sufficient time to prepare for discussions and decision-making. Non-compliance with Section 101 can render the meeting invalid, unless the absence of notice is waived by all entitled members.

Applicable Provisions

The case involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the MCA adjudication of penalties for defaulting in section 101 of the Act. The matter was brought before the Regional Director (ER), Kolkata, for consideration.

Facts of the Case with ROC and RD

In the adjudication order of Calcutta South Club Limited ROC, west Bengal has passed the adjudication order on 08/05/2024 for violation of the provisions of section 203 of the Companies Act, 2013.

The concerned ROC had issued adjudication notice dated 09.02.2024 for violation of section 101 of the Act to the company and its officers. In this regard, no reply was received by the ROC, from the company and its officers for aforesaid adjudication notice.

Considering the facts and circumstances of the case, the ROC imposed the penalty on the company and the officers in default, leads to an appeal before the concerned RD and appeal was heard on 30/08/2024. In appeal authorised representative was asked to make submissions regarding infirmity if any in the order of ROC. The authorised representative had no valid submission in this regard. Hence, the order of ROC is confirmed as no cogent ground was made out by the authorised representative.

The director and company shall pay the amount of penalty from out of their pockets. The amount of penalty shall be paid within a period of 90 days from the date of receipt of the copy of the order. Further, if the company and its directors fail to deposit the penalty amount within the prescribed period, action under section 454(i) and (ii) of the companies Act 2013 shall be initiated against the company and its directors.

Our Observation:

The case signifies the importance of compliance with Section 101 of the Companies Act, 2013, which mandates proper notice requirements for general meetings. This reinforces that non-compliance with statutory provisions can lead to financial and legal consequences for companies and their officers.