FAQ- Authority to call General Meeting under Companies Act, 2013

The FAQ comprehensively explains the legal framework governing the authority to convene General Meetings and Extraordinary General Meetings (EGMs) under the Companies Act, 2013. It clarifies that the Board of Directors is the primary authority empowered to call General Meetings under Section 100(1), while members holding the prescribed voting threshold may requisition an EGM under Section 100(2). If the Board fails to act within statutory timelines, requisitionists can convene the meeting themselves under Section 100(4). The FAQ further explains that where there is no effective Board or insufficient directors to form a quorum, Regulation 43(ii) of Table F permits any one director or any two members to call an EGM. In exceptional circumstances where it becomes impracticable to call, hold, or conduct a meeting through normal mechanisms, the National Company Law Tribunal (NCLT) may intervene under Section 98. The article establishes a clear hierarchy of remedies to ensure uninterrupted corporate governance and shareholder rights.

Question: What is a General Meeting and an Extraordinary General Meeting?

Answer: A General Meeting is a meeting of the members (shareholders) of a company convened to transact the business of the company. General Meetings are broadly classified into:

1. Annual General Meeting (AGM); and

2. Extraordinary General Meeting (EGM).

As per Regulation 42 of Table F of Schedule I to the Companies Act, 2013:

“All general meetings other than annual general meetings shall be called extraordinary general meetings.”

AUTHORITY TO CALL GENERAL MEETING

Question: Who has the authority to call a General Meeting?

Answer: As per Section 100(1) of the Companies Act, 2013, the Board may, whenever it deems fit, call an Extraordinary General Meeting (EGM) of the company.

Further, Regulation 43(i) of Table F of Schedule I to the Companies Act, 2013 provides that the Board may, whenever it thinks fit, call an Extraordinary General Meeting.

Therefore, the primary and principal authority to convene a General Meeting rests with the Board of Directors. This position is also recognized under Clause 1.1 of Secretarial Standard-2 (SS-2), which states that a General Meeting shall be convened by or on the authority of the Board.

Question: Is there any definition of “Board” or “Board of Directors” under the Companies Act, 2013?

Answer: Yes. The Companies Act, 2013 specifically defines the term “Board of Directors”.

As per Section 2(10) of the Companies Act, 2013:

“Board of Directors” or “Board”, in relation to a company, means the collective body of the directors of the company.

Therefore, the Act treats the Board and the Board of Directors as synonymous expressions. The Board is not an individual director or a group of directors acting separately; rather, it refers to the collective body comprising all the directors of the company acting together as a corporate organ of management.

Remark: The significance of this definition is that powers vested in the “Board” under the Companies Act, 2013 are generally required to be exercised by the directors acting collectively through a duly convened Board Meeting or by a resolution passed in accordance with the Act, and not by individual directors acting independently, unless the Act, the Articles of Association, or a valid delegation specifically authorizes such action.

GENERAL MEETING BY REQUISITION OF MEMBERS

Question: Can a General Meeting be called on the requisition of members?

Answer: Yes. As per Section 100(2) of the Companies Act, 2013, the Board shall, on the requisition of members, call an EGM of the company.

• • In the case of a company having a share capital, the requisition must be made by members holding, on the date of receipt of the requisition, not less than one-tenth of the paid-up share capital carrying voting rights.
  • In the case of a company not having a share capital, the requisition must be made by members holding not less than one-tenth of the total voting power of all members having the right to vote on the date of the requisition.

Upon receiving a valid requisition, the Board is required to call the EGM within the period specified under the Act.

The same provisions are also recognized under Secretarial Standard-2 (SS-2).

Remark: The requisitionists do not directly call the meeting in the first instance. They only requisition the Board to convene the meeting. Therefore, the primary authority to call a General Meeting continues to vest in the Board of Directors. However, if the Board fails to act within the period prescribed under Section 100(4), the requisitionists themselves may call and hold the meeting in accordance with Sections 100(4) and 100(5) of the Act and SS-2.

EGM WHEN NO DIRECTOR SUFFICIENT TO FORM A QUORUM

Question: Suppose there are not sufficient directors capable of acting to form a quorum and therefore a Board Meeting cannot be held to call a General Meeting. How can an EGM be called?

Answer: In such a case, Regulation 43(ii) of Table F of Schedule I to the Companies Act, 2013 provides that where there are not sufficient directors capable of acting to form a quorum, any one director, or where applicable any two members of the company, may call an EGM.

Accordingly, even though the Board is unable to function due to the lack of quorum, one director may convene an EGM in the same manner, as nearly as possible.

Further, such EGM may be called:

• • Whenever the director considers it necessary; or
  • Pursuant to a valid requisition made by members under Section 100(2) of the Companies Act, 2013.

Remark: Regulation 43(ii) is an exception to the general rule that a General Meeting is convened by the Board. It ensures that the affairs of the company are not paralysed merely because the Board lacks the quorum necessary to act.

Question: When is Table F of Schedule I to the Companies Act, 2013 applicable to a company?

Answer: Table F of Schedule I to the Companies Act, 2013 contains a model set of Articles of Association (AOA) for a company limited by shares. The applicability of Table F is governed by Section 5 of the Companies Act, 2013.

Accordingly, in the case of a company incorporated under the Companies Act, 2013, the provisions contained in Table F automatically apply to the extent that the company’s registered Articles of Association do not exclude or modify them. Therefore, it is not necessary for a company to expressly adopt every regulation contained in Table F. Any regulation of Table F that is not excluded or modified by the company’s Articles becomes part of the company’s internal regulations by virtue of Section 5(8).

Remark: Before relying on any particular regulation of Table F, it is necessary to examine the Articles of Association of the company. If the Articles expressly exclude or modify a regulation contained in Table F, the Articles will prevail. Conversely, where the Articles are silent and do not exclude or modify the relevant regulation, the corresponding provision of Table F will apply as if it were incorporated into the Articles themselves.

Practical Example: Suppose XYZ Private Limited is incorporated under the Companies Act, 2013 and its Articles of Association do not contain any provision regarding the calling of an Extraordinary General Meeting when there are insufficient directors capable of acting to form a quorum.

In such a case, Regulation 43(ii) of Table F would apply by virtue of Section 5(8), and any one director, or where there is no director capable of acting, any two members, may call an Extraordinary General Meeting in accordance with that regulation.

Therefore, for companies registered under the Companies Act, 2013, Table F applies by default to the extent its provisions are not excluded or modified by the registered Articles of Association of the company.

EGM WHEN ALL DIRECTORS RESIGNED OR DISQUALIFIED

Question: Suppose there is no Board of Directors to call a General Meeting, i.e., all directors have resigned or have become disqualified. How can an EGM?

Answer: In such a case, Regulation 43(ii) of Table F of Schedule I to the Companies Act, 2013 provides that where there are not sufficient directors capable of acting to form a quorum, or where there are no directors capable of acting, any one director or any two members of the company may call an EGM.

Accordingly, where all directors have resigned or become disqualified and there is no director capable of acting, any two members of the company may call the EGM. The meeting should be called in the same manner, as nearly as possible, as that in which meetings are to be called by the Board.

Remark: Regulation 43(ii) acts as a safeguard against a deadlock in the management of the company and enables the members to convene an EGM even in the absence of a functioning Board.

CALLING EGM BY REQUISITIONISTS THEMSELVES WHEN BOARD FAILED

Question: When can the requisitionists themselves call an EGM?

Answer: As per Section 100(4) of the Companies Act, 2013, if the Board does not, within 21 days from the date of receipt of a valid requisition, proceed to call a meeting for the consideration of the requisitioned matter on a day not later than 45 days from the date of receipt of the requisition, the meeting may be called and held by the requisitionists themselves.

Such a meeting must be called and held within 3 months from the date of the requisition.

The same principle is also recognized under Secretarial Standard-2 (SS-2), which provides that where the Board fails to call the EGM within the prescribed time, the requisitionists may themselves convene the meeting.

Remark: The right of the requisitionists to convene the EGM under Section 100(4) arises only when:

1. A valid requisition has been submitted to the Board under Section 100(2); and

2. The Board fails to act within the statutory time limits.

Once the requisitionists acquire this right, the meeting must be called and conducted in the same manner as a Board-convened meeting in accordance with Section 100(5) and SS-2.

This provision is distinct from Regulation 43(ii) of Table F of Schedule I, which applies where there are not sufficient directors capable of acting to form a quorum, or where there are no directors capable of acting. In such cases, any one director or any two members of the company may directly call an EGM, and there is no requirement to first submit a requisition to the Board and wait for the expiry of the time limits prescribed under Section 100(4).

Key Distinction:

This distinction is important because Section 100(4) presupposes the existence of a Board to which a requisition can be made, whereas Regulation 43(ii) addresses situations where no effective Board exists.

Practical Example with Timeline

Suppose ABC Private Limited has a paid-up share capital of ₹1,00,00,000 divided into 10,00,000 equity shares. Members holding 1,50,000 shares (15%) submit a valid requisition to the Board on 1 July 2026 seeking an EGM for the removal of a director.

Step 1: Submission of Requisition

• 1 July 2026 – Valid requisition received by the Board under Section 100(2).

Step 2: Board’s Obligation

The Board must, within 21 days of receiving the requisition, proceed to call the meeting.

• Last date for the Board to proceed to call the meeting: 22 July 2026.

Further, the meeting must be scheduled for a date not later than 45 days from the date of receipt of the requisition.

• Last permissible date for holding the EGM by the Board: 15 August 2026.

Step 3: Board Fails to Act

Assume the Board neither issues the notice nor takes any steps to convene the meeting by 22 July 2026.

As a result, from 23 July 2026, the requisitionists acquire the right under Section 100(4) to convene the EGM themselves.

Step 4: Requisitionists Call the EGM

• 25 July 2026 – Requisitionists issue a notice convening the EGM.
• 20 August 2026 – EGM is held by the requisitionists.

This is valid because the meeting is held within 3 months from the date of requisition.

Step 5: Outer Time Limit

Since the requisition was made on 1 July 2026, the requisitionists must call and hold the EGM on or before 30 September 2026.

Any meeting held after 30 September 2026 would not satisfy the requirement of Section 100(4).

Timeline at a Glance

Note: The requisitionists do not obtain the right to call the EGM immediately upon submitting the requisition on 1 July 2026. Their right arises only after the Board’s default on 22 July 2026. Thereafter, they must ensure that the EGM is called and held before 30 September 2026 and is conducted in the same manner as a Board-convened meeting under Section 100(5) and SS-2.

HOW TO BE CONDUCT EGM CONVENED BY REQUISITIONISTS

Question: How should an EGM convened by requisitionists be called and held?

Answer: As per Section 100(5) of the Companies Act, 2013, an EGM called by the requisitionists shall be called and held in the same manner in which a meeting is called and held by the Board.

This principle is also recognized in Secretarial Standard-2 (SS-2), which provides that where the requisitionists themselves convene the EGM due to the Board’s failure to do so, the meeting should be called and conducted, as far as practicable, in the same manner as a Board-convened General Meeting.

Remark: Accordingly, the requisitionists must comply with the applicable provisions of the Companies Act, 2013, the Articles of Association, and SS-2 relating to notice, quorum, chairman, voting, minutes, and other procedural requirements governing General Meetings.

EGM BY NATIONAL COMPANY LAW TRIBUNAL

Question: When can the NCLT order a meeting of members to be called, held, and conducted?

Answer: As per Section 98(1) of the Companies Act, 2013, if for any reason it is impracticable to call, hold, or conduct a meeting of a company (other than an AGM) in the manner prescribed by the Act or the Articles of Association, the National Company Law Tribunal (NCLT) may, either suo motu or on the application of any director or member entitled to vote, order the meeting to be called, held, and conducted in such manner as it thinks fit.

The Tribunal may also issue ancillary or consequential directions, including:

• • Modifying or supplementing the provisions of the Act or the Articles relating to the meeting;
  • Directing that one-member present in person or by proxy shall be deemed to constitute a valid meeting (quorum).

Further, as per Section 98(2), any meeting called, held, and conducted in accordance with the Tribunal’s order shall be deemed to be a meeting of the company duly called, held, and conducted.

Key Point: Section 98 applies only to meetings other than AGMs. For AGMs, the relevant provision is Section 97.

Remark: Section 98 is generally invoked as a remedy of last resort when it becomes impracticable to call, hold, or conduct a General Meeting in accordance with the Companies Act, 2013 or the Articles of Association. The term “impracticable” is wider than mere physical impossibility and includes situations where, although a meeting may theoretically be possible, it cannot be effectively or validly conducted in the prescribed manner.

Such situations may arise due to:

• Deadlock in the management or Board of Directors;
• Serious disputes among shareholders or directors;
• Failure or refusal of the persons authorized to convene the meeting to do so;
• Breakdown of the company’s governance machinery;
• Any other circumstance making compliance with the normal procedure impracticable.

For example, where a company has only two directors who are also equal shareholders and a dispute between them results in a complete management deadlock, making it impossible to convene or conduct a General Meeting in the ordinary manner, the NCLT may exercise its powers under Section 98 to order and regulate the meeting.

Practical Hierarchy of Remedies:

1. Board convenes the meeting – Normal rule.

2. Members requisition an EGM under Section 100(2).

3. Requisitionists themselves call the EGM under Section 100(4) if the Board defaults.

4. Any one director or any two members call the EGM under Regulation 43(ii) of Table F where there is no effective Board.

5. NCLT intervention under Section 98 where it is impracticable to call, hold, or conduct the meeting through the above mechanisms.

This hierarchy helps explain why Section 98 is often viewed as the ultimate statutory remedy when the ordinary corporate machinery has broken down.

Question: Are there any Rules, Circulars, or Notifications issued under Section 98 of the Companies Act, 2013 for making an application to the NCLT?

Answer: No. There are presently no specific Rules, Circulars, or Notifications issued under Section 98 of the Companies Act, 2013 prescribing a separate procedure for making an application to the NCLT seeking an order for calling, holding, and conducting a meeting of members.

Accordingly, a person seeking relief under Section 98 is required to follow the procedural framework contained in the National Company Law Tribunal Rules, 2016, including the provisions relating to filing of applications or petitions, affidavits, service of notices, fees, appearance, and other procedural requirements applicable before the Tribunal.

Authorities Competent to Call a General Meeting under the Companies Act, 2013

KEY CONCLUSIONS OF FAQ

• The Board of Directors is the primary authority to convene General Meetings.
• Members may requisition an EGM under Section 100(2), but can call it themselves only after Board default under Section 100(4).
• Regulation 43(ii) of Table F provides an independent mechanism where there is no effective Board.
• Table F applies automatically to the extent not excluded or modified by a company’s Articles.
• Section 98 is a remedial provision enabling NCLT intervention where it is impracticable to call, hold, or conduct a meeting through normal corporate mechanisms.
• “Impracticable” means practically unworkable, not necessarily impossible.
• No separate rules exist under Section 98; applications are governed by the NCLT Rules, 2016.
• NCLT intervention under Section 98 operates as the ultimate statutory remedy when the ordinary corporate machinery for convening meetings has broken down.

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Disclaimer: Nothing contained in this document is to be construed as a legal opinion or view of either of the author whatsoever and the content is to be used strictly for informational and educational purposes. While due care has been taken in preparing this article, certain mistakes and omissions may creep in. the author does not accept any liability for any loss or damage of any kind arising out of any inaccurate or incomplete information in this document nor for any actions taken in reliance thereon.