Statutory notice periods run as clear days and cannot be shortened by company articles or service provisions.
A statutory notice requirement of "not less than twenty-one days' notice" is computed as twenty-one clear days, excluding both the day of service and the day of the meeting. A provision dealing only with the method of giving notice cannot reduce that minimum interval, and the company's articles cannot curtail a notice period fixed by Parliament. The practical effect is that compliance with the statutory time requirement must be shown before a special resolution can be treated as properly passed.
Issues: (i) Whether the phrase "not less than twenty-one days' notice" in section 117(2) of the Companies Act, 1929 means twenty-one clear days excluding both the day of service and the day of the meeting; (ii) Whether section 117(6) of the Companies Act, 1929 and article 139 of the articles of association could reduce the statutory notice period required by section 117(2).
Issue (i): Whether the phrase "not less than twenty-one days' notice" in section 117(2) of the Companies Act, 1929 means twenty-one clear days excluding both the day of service and the day of the meeting.
Analysis: The phrase was treated as one of settled legal meaning. The time period had to be computed as clear days, so the day of service was excluded and the day fixed for the meeting was also excluded.
Conclusion: The phrase means twenty-one clear days, excluding both the day of service and the day of the meeting.
Issue (ii): Whether section 117(6) of the Companies Act, 1929 and article 139 of the articles of association could reduce the statutory notice period required by section 117(2).
Analysis: Section 117(6) was treated as dealing only with the method of giving notice, not with shortening the statutory interval between service of notice and the holding of the meeting. Article 139 was held irrelevant because articles of association could not curtail the minimum period fixed by Parliament.
Conclusion: No. The statutory notice period under section 117(2) could not be cut down by section 117(6) or by article 139.
Final Conclusion: The special resolution was not shown to have been properly passed, and the matter was left for a fresh meeting to be called before further hearing.
Ratio Decidendi: Where a statute prescribes a minimum notice period in clear days, the period must be computed by excluding both the day of service and the day of the meeting, and the period cannot be shortened by company articles or by a provision dealing only with the mode of giving notice.
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