Calling of Extraordinary
General Meeting-Overview
The Board may, whenever it
deems fit, call an extraordinary general meeting of the company.
NOTE: An extraordinary general meeting of the company, other than of the
wholly owned subsidiary of a company incorporated outside India, shall be held
at a place within India.
COMMENT: Calling
of Extraordinary general meeting by requistionists.
v
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.
v
The notice shall specify the place, date, day and hour of the
meeting and shall contain the business to be transacted at the meeting.-
COMMENT: 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 any day except
national holiday.
v
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.
v
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.
v
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.
v
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.
v
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.
v
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.
What are the essentials of a valid
requisition?
The requisition for EGM shall:
v
specify the matters for which the meeting is proposed to be
called;
v
signed by the requisitionists; and
v
shall be deposited at the registered office of the company.
(2) 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
sub-section (4).
(3) The requisition made
under sub-section (2) shall set out the matters for the consideration of which
the meeting is to be called and shall be signed by the requistionists and sent
to the registered office of the company.
(4) 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 requistionists
themselves within a period of three months from the date of the requisition.
(5) A meeting under
sub-section (4) by the requisitionists shall be called and held in the same
manner in which the meeting is called and held by the Board.
COMMENT: Any
reasonable expenses incurred by the requisitionists in calling a meeting under
sub-section (4) shall be reimbursed to the requisitionists by the company and
the sums so paid shall be deducted from any fee or other remuneration
under section 197 payable to such
of the directors who were in default in calling the meeting.
NOTICE OF MEETING
A general meeting of a company may be
called by giving not less than clear days’ notice either in writing or
through electronic mode in such manner as may be prescribed.
COMMENT:
Notice of the Meeting
(1)
A company may give notice through electronic mode.
Explanation: For the purpose of this rule, the expression ‘‘electronic
mode’’ shall mean any communication sent by a company through its authorized
and secured computer programme which is capable of producing confirmation and
keeping record of such communication addressed to the person entitled to
receive such communication at the last electronic mail address provided by the
member.
(2)
A notice may be sent through e-mail as a text or as an attachment to e-mail or
as a notification providing electronic link or Uniform Resource Locator for
accessing such notice.
v
The e-mail shall be addressed to the person entitled to receive
such e-mail as per the records of the company or as provided by the depository:
COMMENT: Company
shall provide an advance opportunity atleast once in a financial year, to the
member to register his e-mail address and changes therein and such request may
be made by only those members who have not got their email id recorded or to
update a fresh email id and not from the members whose e-mail ids are already
registered.
v
The subject line in e-mail shall state the name of the company,
notice of the type of meeting, place and the date on which the meeting is
scheduled.
v
If notice is sent in the form of a non-editable attachment to
e-mail, such attachment shall be in the Portable Document Format or in a
non-editable format together with a 'link or instructions' for recipient for
downloading relevant version of the software.
v
When notice or notifications of availability of notice are sent
by e-mail, the company should ensure that it uses a system which produces
confirmation of the total number of recipients e-mailed and a record of each
recipient to whom the notice has been sent and copy of such record and any
notices of any failed transmissions and subsequent re-sending shall be retained
by or on behalf of the company as ‘‘proof of sending’’.
v
The company’s obligation shall be satisfied when it transmits
the e-mail and the company shall not be held responsible for a failure in
transmission beyond its control:
v
If a member entitled to receive notice fails to provide or
update relevant e-mail address to the company or to the depository participant
as the case may be, the company shall not be in default for not delivering
notice via e-mail.
v
The company may send e-mail through in-house facility or its
registrar and transfer agent or authorise any third party agency providing bulk
e-mail facility.
v
The notice made available on the electronic link or Uniform
Resource Locator has to be readable, and the recipient should be able to obtain
and retain copies and the company shall give the complete Uniform Resource
Locator or address of the website and full details of how to access the
document or information.
v
The notice of the general meeting of the company shall be
simultaneously placed on the website of the company if any and on the website
as may be notified by the Central Government.
1[Omitted]
NOTE: A general meeting may be called after giving shorter
notice than that specified in this sub-section if consent, in writing or by
electronic mode, is accorded thereto—
v in the case of an annual general meeting, by not less than
ninety-five per cent. of the members entitled to vote thereat; and
v in the case of any other general meeting, by members of the
company—
(a) Holding, if the company has a share capital, majority in number
of members entitled to vote and who represent not less than ninety-five per
cent. of such part of the paid-up share capital of the company as gives a right
to vote at the meeting; or
(b) having, if the company has no share capital, not less than
ninety-five per cent. of the total voting power exercisable at that meeting:
Provided further that where any member of a company is entitled
to vote only on some resolution or resolutions to be moved at a meeting and not
on the others, those members shall be taken into account for the purposes of
this sub section in respect of the former resolution or resolutions and not in
respect of the latter.
(2) Every notice of a meeting shall specify
the place, date, day and the hour of the meeting and shall contain a statement
of the business to be transacted at such meeting.
(3) The notice of every meeting of the
company shall be given to—
(a) every member of the company,
legal representative of any deceased member or the assignee of an insolvent
member;
(b) the auditor or auditors of the
company; and
(c) every director of the company.
(4) Any accidental omission to give notice
to, or the non-receipt of such notice by, any member or other person who is
entitled to such notice for any meeting shall not invalidate the proceedings of
the meeting.
Exceptions/
Modifications/ Adaptations
1. In case of private company - Section 101 shall apply,
unless otherwise specified in respective sections or the articles of the
company provide otherwise. - Notification
dated 5th June, 2015.
2. In case of section 8 company, in clause (1) of Sub-section (1)
of Section 101 for the words "twenty one days", the words
"fourteen days" shall be substituted. - Notification dated 5th June,
2015.
3. In case of Specified
IFSC Public Company - Section 101 shall apply in
case of a Specified IFSC public company, unless otherwise specified in the
articles of the company. Notification Dated 4th January, 2017.
DISCLAIMER: THE
ARTICLE IS BASED ON THE RELEVANT PROVISIONS AND AS PER THE INFORMATION EXISTING
AT THE TIME OF THE PREPARATION. IN NO EVENT I SHALL BE LIABLE FOR ANY DIRECT
AND INDIRECT RESULT FROM THIS ARTICLE. THIS IS ONLY A KNOWLEDGE SHARING
INITIATIVE.
THE AUTHOR – CS DEEPAK SETH (ASSOCIATE PARTNER
HELPINGHANDS PROFESSIONALS LLP) AND CAN BE REACHED AT CONTACTHHPRO@GMAIL.COM
OR 9910248911.
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