Can the AGM of a Listed Company Be Held on Shorter Notice?

Shorter Notice:

Section 101 of the Companies Act,2013:

(1) A general meeting of a company may be called by giving not less than clear ²[twenty-one days'] notice either in writing or through electronic mode in such manner as may be prescribed:

⁴[Provided that a general meeting may be called after giving shorter notice than that specified in this sub-section if consent, in writing or by electronic mode, is accorded thereto—

(i) in the case of an annual general meeting, by not less than ninty-five per cent. of the members entitled to vote thereat; and

(ii) in the case of any other general meeting, by members of the company—

(a) holding, if the company has a share capital, majority in number of members entitled to vote and who represent not less than ninety-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or

(b) having, if the company has no share capital, not less than ninty-five per cent. of the total voting power exercisable at that meeting:

Provided further that where any member of a company is entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purposes of this sub section in respect of the former resolution or resolutions and not in respect of the latter.]

Possibility vs. Probability

Given that a listed company typically has thousands of shareholders; the probability of holding an AGM on shorter notice is quite low. However, setting probability aside, let’s examine the possibility.

The feasibility of holding an AGM on shorter notice must be analyzed in two phases—before and after the SEBI circular dated 12.12.2024.

Impact of SEBI (LODR) Regulations, 3rd Amendment
As per the amendment to Regulation 36, sub-regulation (2) has been omitted, which previously stated:

> “The listed entity shall send the annual report referred to in sub-regulation (1) to the holders of securities not less than twenty-one days before the annual general meeting.”

Conclusion:
With this omission, it can be interpreted that the mandatory 21-day notice period for AGMs under SEBI (LODR) no longer applies. Consequently, a listed company may now hold its AGM on shorter notice, provided that it complies with the requirements of the Companies Act, 2013.

Note:

Even though some may say shorter notice can be sent and no time period mentioned in LODR for sending the notice, the annual report was mandated to be sent not less than 21 days before the AGM before the amendment.

So on referring Regulation 34 along with 36 clearly it was mandated to send the notice also not less than 21 days before the amendment.

So these interconnected things don't allow the concept of sending shorter notice of AGM to listed entities, now after the amendment you

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From the desk of CS Sharath