Calling of extraordinary general meeting :

There are, various matters in relation to administration of a company’s affairs, which can be transacted only by resolutions of members in a general meeting. It is not always possible or expedient for consideration of such matters to wait until the next annual meeting. The Articles of Association of the company therefore make provisions for the convening of general meeting other than the annual general meeting. Such meetings are termed extraordinary general meetings (EGM).

Section 100 of the Companies Act, 2013 provides the law with respect to calling of extraordinary general meeting.

(1) When board may call EGM: The Board may, whenever it deems fit, call an extraordinary general meeting of the company.

(2) Board on requisition of members: The Board shall, at the requisition made by,—

(a) 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;

(b) 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 within the period specified in subsection (4).

(3) Matter set out for consideration in requisition: The requisition made as above, shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company.

(4) Time period for calling the meeting: The Board is required to proceed to call a meeting within 21 days from the date of receipt of requisition, to convene a meeting which should be held within 45 days of such deposit of the requisition with the company.

(5) Requisitionists to call the meeting on the failure of the Board: If the Board fails to call the EGM in the time period provided then the requisitionists may call an EGM themselves within 3 months from the date of requisition.

(6) A meeting by the requisitionists shall be called and held in the same manner in which the meeting is called and held by the Board.

(7) Reimbursment of expenses in calling a meeting: Any reasonable expenses incurred by the requisitionists in calling a meeting, shall be reimbursed to the requisitionists by the company and the sums so paid shall be deducted from any fee or other remuneration payable (under section 197) to such of the directors who were in default in calling the  meeting.

Calling of Extraordinary general meeting by requistionists.- According to the Companies (Management and Administration) Rules, 2014, a requistionists may call EGM in the following manner:

(1) Requisition for convening of EGM by members: The members may requisition convening of an extraordinary general meeting in accordance with sub-section (4) of section 100, by providing such requisition in writing or through electronic mode at least clear twenty-one days prior to the proposed date of such extraordinary general meeting.

(2) Notice with details as to the place, date etc.: The notice shall specify the place, date, day and hour of the meeting and shall contain the business to be transacted at the  meeting.-

Explanation.- For the purposes of this sub-rule, it is here by clarified that requistionists should convene meeting at Registered office or in the same city or town where Registered office is situated and such meeting should be convened on working day.

(3) If the resolution is to be proposed as a special resolution, the notice shall be given as required by sub-section (2) of section 114.

(4) Notice to be signed: The notice shall be signed by all the requistionists or by a requistionists duly authorised in writing by all other requistionists on their behalf or by sending an electronic request attaching therewith a scanned copy of such duly signed requisition.

(5) No explanatory statement annexed to the notice: No explanatory statement as required under section 102 need be annexed to the notice of an extraordinary general meeting convened by the requistionists and the requistionists may disclose the reasons for the resolution(s) which they propose to move at the meeting.

(6) Serving of notice of the meeting: The notice of the meeting shall be given to those members whose names appear in the Register of members of the company within three days on which the requistionists deposit with the Company a valid requisition for calling an extraordinary general meeting.

(7) No meeting convened: Where the meeting is not convened, the requistionists shall have a right to receive list of members together with their registered address and number of shares held and the company concerned is bound to give a list of members together with their registered address made as on twenty first day from the date of receipt of valid requisition together with such changes, if any, before the expiry of the forty-five days from the date of receipt of a valid requisition.

(8) Mode of giving notice: The notice of the meeting shall be given by speed post or registered post or through electronic mode. Any accidental omission to give notice to, or the non-receipt of such notice by, any member shall not invalidate the proceedings of the meeting.