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Interpretation of the phrase "not less than 21 days' notice" under section 171 of the Companies Act, 1956. Analysis: The main issue before the Division Bench was whether the day on which the notice of a general meeting of a company is served and the day on which the meeting is held should be excluded when calculating the 21 days' notice period as prescribed under section 171 of the Companies Act, 1956. The defendant's counsel argued that the 21 days start running when the service of the notice of the meeting is effected, emphasizing the exact hour of service. He relied on an English decision to support his argument that each day of notice should be a unit of twenty-four hours. However, the court rejected this argument, stating that the emphasis on the hour in the new Act was not significant and that the 21 days' notice should be counted as full calendar days. The court referred to various English and Indian decisions to support the interpretation that the phrase "not less than" in relation to a certain number of days implies whole days and not fractions of days. The court highlighted the consistency in interpreting similar phrases in previous cases, emphasizing that each day must be a clear, complete day. The court also noted that the legislature retained the language of "not less than 21 days' notice" in the new Companies Act without incorporating inclusive or exclusive terms, indicating an intention to exclude the day of service and the day of the meeting when calculating the notice period. In conclusion, the court answered the question in the affirmative, stating that the day of service of the notice and the day of the meeting should be excluded when counting the 21 days' notice period under section 171 of the Companies Act, 1956. The court emphasized the importance of consistency in interpreting the length of notice for general meetings and upheld the settled rules in this regard.
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