Companies Act, 2013 Procedure

Procedure for Calling of Extraordinary General Meeting on Requisition of Members

Nupur Rathore Nupur Rathore
Nupur Rathore

Published on: Dec 4, 2020 / Updated on: Feb 10, 2021

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Introduction

Extra-Ordinary General Meeting means a duly convened, held and conducted Meeting of Members. Annual General Meeting shall be conducted once in a year and there is a gap of around a year or 18 months between two annual general meetings. Therefore, if an important business arises in between two annual general meetings that require shareholders’ approval, then an extraordinary general meeting can be called.

The members having a specified paid-up share capital or voting rights shall requisition the Board for convening an Extraordinary General Meeting and such meeting is considered as Requisitioned Extraordinary General Meeting.

Mandatory Requirements

  1. The Board shall, at the requisition made by
    • in the case of a company having a share capital, such number of members who hold, on the date of the receipt of the requisition, not less than one-tenth of such of the paid-up share capital of the company as on that date carries the right of voting.
    • in the case of a company not having a share capital, such number of members who have, on the date of receipt of the requisition, not less than one-tenth of the total voting power of all the members having on the said date a right to vote, call an extraordinary general meeting of the company.
  2. If the Board does not, within twenty-one days from the date of receipt of a valid requisition in regard to any matter, proceed to call a meeting for the consideration of that matter on a day not later than forty-five days from the date of receipt of such requisition, the meeting may be called and held by the requisitionists themselves within a period of three months from the date of the requisition.
  3. Quorum must be present within half-an-hour from the time appointed for holding the meeting otherwise the meeting shall stand cancelled.

Following Procedure is to be followed

  • Board Convening the Requisitioned EGM
    1. Requisition by Members
      • A requisition for EGM must be
        • In writing or through electronic mode
        • Set out the matters for the consideration of which the meeting is to be called
        • Signed by the requisitionists and sent to the registered office of the Company.
      • Requisition must be signed by the requisitionist himself or through his duly authorized agent. The authorization must be in writing and enclosed with the requisition. And when the requisition is filed through electronic mode, it shall also attached a scan copy of duly signed requisition thereto.
    2. Convene a Meeting of Board of Directors [As per section 173 & SS-1]
      • When a valid requisition is received, Board shall proceed to call the EGM within 21 days from the date of receipt of the requisition.
      • Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
      • Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
      • Hold a meeting of Board of Directors of the Company and pass the necessary Board Resolution
        • to fix day, date, time and venue for holding Extraordinary General Meeting of the Company. The meeting must be held with 45 days from the date of receipt of valid requisition.
        • to approve the draft notice of EGM along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013. If the requisitionists do not specify any explanatory statement, company also need not to annex explanatory statement.
        • to authorize the Director or Company Secretary to sign and issue notice of the EGM and to do such acts, deeds and things as may be necessary to give effect to the Board’s decision.
      • Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. [Refer the Procedure for Preparation and Signing of Minutes of Board Meeting]
    3. Convene the Extraordinary General Meeting
      Company shall hold EGM within 45 days from the date of receipt of the valid requisition for consideration of the matters raised in the requisition or requisitions. [For detailed procedure, refer the Procedure for Conducting Extraordinary General Meeting]
  • Requisitionists Convening the Requisitioned EGM themselves
    • In case the Board fails to proceed to call EGM within 21 days from the receipt of valid requisition, requisitionists can call and convene the EGM on their own within a period of 3 months from the date of requisition.
    • The requisitionists shall have the right to receive list of members together with their registered address and the number of shares held by them.
    • Company shall be bound to provide this list to the requisitionists as on 21st day from the date of receipt of valid requisition together with such changes, if any, before the expiry of 45 days from the date of receipt of valid requisition.
    • Requisitionists shall send the notice of the meeting by speed post or registered post or through electronic mode.
    • The notice shall specify the day, date, time, venue and business to be transacted at such meeting. Although it is not mandatory to annex an explanatory statement with the notice if the meeting is convened by the requisitionists.
    • The requisitionists shall hold the meeting within 3 months from the date of the requisition in regard to requisition in regard to consideration of the matters raised by themselves.
    • Company shall reimburse any reasonable expenses incurred by the requisitionists in calling EGM.

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