Introduction

All general meetings of a company other than the statutory and annual general meeting are called as extraordinary general meetings. EGM’s are called and held when some important matters need to be discussed and the Board can not wait until the next AGM. Section 100 of the Companies Act, 2013 provides for calling of extra ordinary general meeting. This note provides the key provisions, as per sedction 100, in relation to calling and holding extraordinary general meeting (EGM)

The EGM may be called by

Who can call EGM 

The EGM may be called by i) Board, ii) By Board on requisition of shareholders iii) By requisitionists iv) By Tribunal.

Section 100(1) states that, the Board may whenever it deems fit, call an EGM.

Section 100(2) provides on calling of an EGM by Board on requisition. But for this there are certain requirements outlined in section 100(2) for Companies having share capital and Companies not having share capital.

For Companies with Share Capital : Those members who holds at least one-tenth of company’s paid-up share capital and having voting rights can call for an EGM.

For Companies without share capital, members holding at least one-tenth of the total voting power regarding the matter can call an EGM.

Section 100(3) The requisition should set out the matters to be considered at the proposed meeting and the same should be signed by the requisitionists and sent to the registered office of the company.

Board calling EGM : On receipt of a valid requisition, the Board must within 21 days proceed to call a meeting. The EGM must then be held within 45 days from the day it received the requisition.

Section 100(4) clarifies that, 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 and,

Section 100(5) clarifies that,  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.

Section 100(6) provides that, reasonable expenses incurred by the requisitionist in calling such a meeting shall be reimbursed by the company to the requisitionist and the company inturn recover such expenses from any fee or other remuneration payable to such of the directors who make default in calling the meeting.

The requisition must set out the matters for consideration of which the meeting is to be called and it should be signed by the requisitionists and send to the registered office of the company. EGM conducted will be only for the purpose mentioned in requisition and no other business can be transacted in such a meeting.

In Ball v. metal Industries Ltd., the shareholders requisitioned the meeting for appointing three new directors and then, the chairman wanted to add to the agenda the removal of one director also. The company was not allowed from considering the matter.

Purpose of an EGM

The main purpose of an EGM is to take important decisions on matters of significant importance of the company as well as of its shareholders. The matters which may be included are like, Alteration of the company’s article of association, Approve major transactions like mergers or acquisitions, Removal or appointment of directors, Alteration of company’s structure.

Validity of requisition  

If the requisitionists have complied with the requirement of section 100, the ewquisition deposited in the company must be regarded as valid requisition and the direrctors cannot refuse to call the extraordinary general meeting on the ground that the reqqisition or resolution proposed to be passed was contrary to the Act and hence invalid.

Difference between AGM and EVM

1. As far as frequency of meeting is concerned, AGM should be called annually as required by law. But EGM can be called as and when required of specific issues.
2. Purpose of AGM is to discuss regular business of the company whereas the purpose to call EGM is to address specific issues
3. For AGM, notice is to be given well in advance whereas EGM can be called with shorter period depending upon urgency of the issue.

Notice

As per section 101, a general meeting of a company may be called by giving a notice of atleast 21 days either in writing or through electronic mode. The meeting can be called after giving a shorter notice also if consent is given in writing or by electronic mode by not less than 95% of the members entitled to vote at such meeting.

The notice should specify the place, date, day, and time of the meeting, and include a statement of the business to be transacted.

As per section 102, a statement of the business to be transacted at the general meeting should be given in the notice. In case, the meeting is to transact a special business, a explanatory statement should be attached about such item.

Power of theTribunal to call meeting of Members

If for any reason, it is not possible to call a meeting of a company, Section 98 empowers the Tribunal (NCLT) to call a meeting other than AGM. In such cases, the Tribunal at it’s own or on application of member or director, order a meeting to be called, held and conducted in such manner as the Tribunal thinks fit