Twenty-one clear days' notice must be computed exclusive of service and meeting days; articles cannot shorten the statutory minimum.

The statutory phrase "not less than twenty-one days' notice" in s.117(2) is a requirement of twenty-one clear days, computed exclusive of the day of service and the day of the meeting; this interpretation was applied and the petitioning company failed. Section 117(6) and article 139 govern the method and measurement of notice but do not permit shortening the statutory interval; a company's articles cannot curtail the statutory minimum for valid notice of a special resolution. The hearing was adjourned to allow a fresh meeting complying with the clear days requirement.

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Issues: (i) What is the meaning of the phrase "not less than twenty-one days' notice" in sub-section 2 of section 117 of the Companies Act, 1929; (ii) Whether article 139 of the company's articles of association (and sub-section 6 of section 117) can shorten or curtail the statutory period required by sub-section 2.

Issue (i): Meaning of "not less than twenty-one days' notice" in section 117(2) of the Companies Act, 1929.

Analysis: The phrase is interpreted in light of established authorities and concerns the computation of the statutory period between service of notice and the meeting date. The period is to be measured exclusively of the day of service and the day of the meeting.

Conclusion: The phrase "not less than twenty-one days' notice" means twenty-one clear days, exclusive of the day of service and exclusive of the day on which the meeting is to be held. The conclusion is against the petitioning company.

Issue (ii): Whether article 139 and section 117(6) permit the company to reduce the twenty-one clear days' statutory requirement.

Analysis: Section 117(6) relates to the method of giving notice rather than the length of the statutory interval. Article 139 concerns measurement of time but does not affect the statutory minimum period prescribed by Parliament; a company's articles cannot curtail a statutory period required for valid service and sufficiency of notice for a special resolution.

Conclusion: Article 139 and section 117(6) do not permit shortening the twenty-one clear days' notice required by section 117(2). The conclusion is against the petitioning company.

Final Conclusion: The petitioning company has failed to prove that the special resolution was properly passed and the hearing is adjourned to permit the company to convene a fresh meeting; the statutory clear days requirement must be observed.

Ratio Decidendi: The statutory requirement of twenty-one clear days in section 117(2) of the Companies Act, 1929 must be computed exclusive of the day of service and the day of the meeting, and the method of giving notice prescribed by section 117(6) or the company's articles cannot lawfully shorten that statutory interval.

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