Extra Ordinary General Meeting under Companies Act 2013

Extra Ordinary General Meeting

Matters requiring immediate consideration by members, which cannot be deferred till next Annual General Meeting, to meet such emergencies, the companies can provide for holding of emergency meetings of the members which are known as Extra Ordinary General Meeting.

Regulation 42 of Table F provides that all general meetings, other than Annual General Meeting, shall be called as Extra Ordinary General Meetings.

All business which are transacted at Extra Ordinary General Meeting shall be deemed special.

Note- Extra Ordinary General Meeting shall be held at a place within India except of the wholly owned subsidiary of a company incorporated outside India.    

Calling of Extra Ordinary General Meeting

1. Section 100(1) of Companies Act 2013 and Regulation 43(i) of Table F

The Board of Directors may whenever it thinks fit call an Extra Ordinary general meeting. For this Board resolution is required. Thus General meeting need to be called only on the authority of board resolution.

If a managing director, manager, secretary or other officer calls a general meeting without prior approval of the Board of Directors, it will have no effect unless the Board ratifies the convening of general meeting before it is held. 

2. Regulation 43(ii) of Table F, Calling of Extra Ordinary General Meeting by any director or any two members

If at any time directors capable of acting sufficient in number to form a quorum, any one director or any two members of the company may call an Extra Ordinary General meeting in the same manner, as nearly as possible as that in which such a meeting may be called by the board.

3. Section 100 of Companies Act, 2013 Calling of Extra Ordinary General Meeting on requisition

The demand of members to convene a meeting is called requisition. It shall set out the matters for consideration of which the meeting is to be called.

The number of members entitled to requisition a meeting in regard to any matter shall be

1. In case Company having a share capital, members holding at least one tenth of such paid up capital of the capital which carries a right voting in regard to that matter.

2. In case Company not having share capital, members holding at least one tenth of total voting power of all the members who have a right to vote to that matter.

On receipt of requisition the Board of Directors shall proceed to call Extra Ordinary General Meeting within 21 days from the date of the deposit of requisition, on a date, which shall not be later than 45 days of the date of deposit of requisition.

The Board of Directors shall be said to have failed in calling the meeting if:

• It does not call the meeting within 21 days of the deposit of requisition.
• It calls the meeting on a day which is later than 45 days from the date of deposit of requisition or
• It convenes a meeting to transact only a part of the business specified in the requisition.

Where the Board fails to call a meeting, the meeting may be called by the requsitionists themselves within a period of 3 months from the date of the deposit of requisition.

Any reasonable expenses incurred by the requsitionists in calling a meeting shall be reimbursed to the requsitionists by the Company and the same so paid shall be deducted from any  fee  or  other remuneration payable to such of the directors who were in default in calling the meeting.

Notice of the meeting

• Notice shall be given in writing or through electronic mode at least before 21  clear days to the proposed date of extra ordinary general meeting.
• The notice calling meeting shall specify the place, date, day and hour of the meeting and shall contain the business to be transacted at the meeting.- Requistionists should convene meeting at Registered office or in the same city or town where Registered office is situated. Further such meeting should be convened on any day except national holiday.
• 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 resolutions which they propose to move at the meeting.
• The notice of the meeting shall be given to those members whose names appear in the Register of members of the company withinthree days on which the requistionists deposit with the Company a valid requisition for calling an extraordinary general meeting.
• 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.

4. Section 98 of Companies Act, 2013 Calling of Extra Ordinary General Meeting by Tribunal

If for any reason company could not call, hold or conduct meeting. The National Company Law Tribunal may order a meeting of the company to be called, held or conducted in such manner as it thinks fit.

The directions given under this section include that one member of the company present in person or by proxy shall be deemed to constitute a meeting.

The tribunal may do so either on its own motion or on the application of any director of the company or on the application of any member of the company who would be entitled to vote at the meeting.