Central University of South Bihar

School of Law and Governance

COMPANY LAW- 2

Project topic:
Extraordinary General Meeting

Under the supervision of –Dr. Pradeep Kr. Das

Assistant professor
Central University of South Bihar

Submitted by -
Akash Kumar
B.A LL.B (2018-2023)
En.No. – CUSB1813125010 (Sem-6)
School of Law and Governance

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 ACKNOWLEDGEMENT

Writing a project after a research is never an easy task to perform. It is one of the most

significant academic challenges. Though this paper is presented by me yet there are various

other persons who remain in veil and gave all the possible support to complete this project.

This project is a result of hard work incorporated by immense dedication and moral support.

I, hereby, would like to first of all thank Dr. Pradeep Kr. Das who gave me an opportunity to

work on this specified project. Due to his support only I successfully completed this paper.

Secondly I would like to add a vote of thanks to my friends who I discussed the problem with

and got to understand the right methodology to be adopted to accomplish the task. Moreover,

there have also been various other factors that helped me complete this paper. I ask for sorry

if there have been any mistakes in the paper. At the same time I would also like to ask the

same to those whose name has not been mentioned hereby in the acknowledgement. But I

whole thank to all those who have stood there for me every time and supported me.

Last but not the least, I would like to express thank to my seniors who reviewed my paper for

rendering constructive and valuable suggestions and comments that have helped a lot in

improving the quality and content of this paper.

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Serial No. Content Page No.

1. Acknowledgement 2

2. Introduction 4-5

3. EGM on Requisition 5

4. Powers of company law board to 6

calling of EGM

5. Calling of EGM 6

6. Requirements 7

7. Procedure for EGM 7-10

8. Conclusion 11

9. Bibliography 12

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 INTRODUCTION

An Extraordinary General Meeting (EGM) 1 is a meeting held by a company or an

organization to deliberate upon matters that require the urgent attention of senior executives,
the board of directors, and all shareholders and cannot be deferred until the next scheduled
annual general meeting. The EGM is convened at an irregular time to address a crisis.

Every general meeting (i.e. meeting of members of the company) other than the statutory
meeting and the annual general meeting or any adjournment thereof, is an extraordinary
general meeting. Such meeting is usually called by the Board of Directors for some urgent
business which cannot wait to be decided till the next AGM. Every business transacted at
such a meeting is special business. An explanatory statement of the special business must also
accompany the notice calling the meeting. The notice must should also give the nature and
extent of the interest of the directors or manager in the special business, as also the extent of
the shareholding interest in the company of every such person. In case approval of any
document has to be done by the members at the meeting, the notice must also state that the
document would be available for inspection at the Registered Office of the company during
the specified dates and timings. The Articles of Association of a Company may contain
provisions for convening an extraordinary general meeting. It may provide that "the board
may, whenever it thinks fit, call an extraordinary general meeting" or it may provide that "if
at any time there are not within India, directors capable of acting who are sufficient in number
to form a quorum, any director or any two members of the company may call an
extraordinary general meeting".

General Meetings, other than an Annual General Meeting, are called Extra Ordinary General
Meetings. The company may provide for such Meetings in their Articles in order to deal with
matters which have to be decided before the next Annual General Meeting. The Board of
Directors, if they deem fit, may pass any Resolution through postal ballot, instead of
convening an Extra-Ordinary General Meeting, in accordance with the requirement of the
Act.

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Section(100) of sub-section(1) of companies act 2013

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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.

Extra-ordinary General Meeting on Requisition2:

The members of a company have the right to require the calling of an extraordinary general
meeting by the directors. The board of directors of a company must call an extraordinary
general meeting if required to do so by the following number of members:-

• Members of the company holding at the date of making the demand for an EGM not
less than one-tenth of such of the voting rights in regard to the matter to be discussed
at the meeting.
• If the company has no share capital, the members representing not less than one-tenth
of the total voting rights at that date in regard to the said matter.

The requisition must state the objects of the meetings and must be signed by the
requisitioning members. The requisition must be deposited at the company's registered office.
When the requisition is deposited at the registered office of the company, the directors should
within 21 days, move to call a meeting and the meeting should be actually be held within 45
days from the date of the lodgement of the requisition. If the directors fail to call and hold the
meeting as aforesaid, it may themselves proceed to call meeting within 3 months from the
date of the requisition, and claim the necessary expenses from the company. The company
can make good this sum from the directors in default. At such an Extra-ordinary general
meeting, any business which is not covered by the agenda mentioned in the notice of the
meeting cannot be voted upon.

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

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Power of Company Law Board to Order Calling of Extraordinary
General Meeting:
It is impracticable to call a meeting of a company, other than an annual general meeting, or to
hold or conduct the meeting of the company, the Company law board may either

i) on its own motion

ii) on the application of any director of the company
iii) If any member of the company who would be entitled to vote at the meeting, order
a meeting to be called and conducted as the Company law board thinks fit.

And it may also give such other ancillary and consequential directions as it thinks fit
expedient. A meeting so called and conducted shall be deemed to be a meeting of the
company duly called and conducted.

Calling Of Extra-Ordinary General Meeting

1. If a company has a share capital

Only the members that hold 10% of the company’s paid-up capital or more can call an Extra-
Ordinary General Meeting. They must carry voting rights regarding the agenda on the date of
submitting the request.

2. If the company does not have a share capital

An Extra-Ordinary General Meeting can be called by the members that hold at least 10% of
the total voting power of all the members who have a right to vote on the matter on the date of
submitting the request.

A requisition for an Extra-Ordinary General Meeting by the members is considered to be

valid if clearly states the specific issue for calling the meeting, is duly signed by the members,
and is submitted at the company’s registered office.

Upon the submission of a valid request, the board of directors of the company must call for an
extraordinary general meeting within three weeks. In case the board fails to do so, the
members can themselves call the Extra-Ordinary General Meeting within three months of
depositing the request. An Extra-Ordinary General Meeting the criteria can be adjourned to a
future date as well.

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 Mandatory Requirement

1. No gifts, gifts coupons, or cash in lieu of gifts shall be distributed to members at or in

connection with the General Meeting.

2. Every Company which has listed its equity shares on a recognized stock exchange and
every company having not less than 1,000 members shall provide to its members facility to
exercise their right to vote on resolutions proposed to be considered at a general meeting
by electronic means.

3. Quorum should be present throughout the Meeting. No business should be transacted when
the Quorum is not so present.

4. Presence of Chairperson must be required.

5. Maintain the Minutes Book for Signing the minutes.

6. To arrange for the printing of a notice of the Extra-Ordinary general meeting, ensure the
notice containing the following contents:-

a. Time, date and place of the meeting

b. Matters to be transacted in the meeting

c. Procedure of e-voting, if any

d. Proxy form

e. Explanatory statement

f. Route Map

Procedure For Conducting Extra-Ordinary General Meeting

Before calling an Extra-Ordinary General Meeting, the board of directors finalizes the
resolutions to be deliberated by members and/or shareholders in the meeting. The members
are to be informed of the resolutions and their importance well in advance so that they can
research the matter and effectively express their opinions and concerns in the meeting.

Unless otherwise stated in the company’s bylaws, at least five members must be personally
present in an Extra-Ordinary General Meeting in case of a public company, and at least two in
case of any other company.

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Usually, the Extra-Ordinary General Meeting is conducted by the chairman who reads out the
resolutions. The board, expected to possess a thorough knowledge of the situation, appraises
the members of the benefits of the resolution and addresses their questions.

Votes are cast by the members in the interest of the shareholders and the company, and the
result is declared. Members who are unable to attend the Extra-Ordinary General Meeting
may delegate their voting power to another member, known as a “proxy.” The rules
regarding proxy votes vary from one organization to another.

Following Procedure are3:-

1. Appointment of Scrutinizer

Every company which has listed its equity shares on a recognized stock exchange and every
company having not less than one thousand members shall provide to its members facility to
exercise their right to vote on resolutions proposed to be considered at a general meeting by
electronic means and for providing e-voting facility at the meeting, they shall appoint a
Scrutinizer who can scrutinize the voting and remote e-voting process in a fair and transparent
manner.

Company shall obtain prior consent of Chartered Accountant in practice, Cost Accountant in
practice, Company Secretary in practice or an Advocate, or any other person who is not in the
employment of the Company to act as a Scrutinizer.

2. Conduct a Board Meeting

➢ Issue Notice of Board Meeting to all the Directors of Company at their addresses
registered with the Company, at least 7 days before the date of Board Meeting. A
shorter notice can be issued in case of urgent business.
➢ Attach Agenda, Notes to Agenda and Draft Resolution with the Notice. Notice shall
include the terms and conditions for such appointment and remuneration payable to
the MD.
➢ Hold a meeting of Board of Directors and pass Board Resolution

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Conduct a Board Meeting [Section 173 and Secretarial Standard on Board Meeting (Sub-section-1)]

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 • To fix day, date, time and venue for holding General Meeting of the
Company
• To approve the draft notice of General Meeting along with explanatory
statement annexed to the notice as per requirement of the Section 102 of
the Companies Act, 2013
• To authorize the Director or Company Secretary to sign and issue notice
of the General Meeting and to do such acts, deeds and things as may be
necessary to give effect to the Board’s decision
• To appoint scrutinizer for e-voting
• To appoint an agency for remote e-voting
• To decide the cut-off date for the purpose of reckoning the names of
members who are entitled to voting rights
• To authorize the Chairman or in his absence, any other director of the
Company to receive the scrutinizer’s register, report on e-voting and other
related papers with requisite details
3. Notice of General Meeting
• A General Meeting of a Company may be called by giving not less than clear 21 days’
notice either in writing or through electronic mode.
• Notice shall be sent by hand or by ordinary post or by speed post or by registered post
or by courier or by facsimile or by e-mail or by any other electronic means. But where
e-voting facility is being provided, notice cannot be sent through Ordinary Post.
• Notice in writing of every Meeting shall be given to every Member of the company.
Such Notice shall also be given to the Directors and Auditors of the company, to the
Secretarial Auditor, to debenture trustees, wherever applicable or so required, to other
specified persons.
• A statement setting out the special business to be transacted at a general meeting shall
be annexed to the notice.
• Listed Companies shall submit a copy of the notice to the stock exchange within 24
hours from the issuance of notice and post the same on the website of the Company
within 2 working days.

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 • Where a record date has been fixed by the listed entity, then it shall give notice in
advance of atleast 7 working days (excluding the date of intimation and date of
meeting) to Stock Exchange of record date.
4. Remote e-voting

The facility for remote e-voting shall remain open for not less than three days on the date
Preceding the date of the General Meeting.

During the period when facility for remote e-voting is provided, the members of the company,
holding shares either in physical form or in dematerialized form, as on the cut-off date, may
opt for remote e-voting.

5. Maintaining of Proxy Register

All Proxies received by the company shall be recorded chronologically in a register kept for
that purpose. In case any Proxy entered in the register is rejected, the reasons therefor shall be
entered in the remarks column.

6. Documents at the Venue

Company shall make sure that following documents are available at the venue of General
Meeting:-
• Copy of notice of the meeting
• Ballot Form
• Register of Members
• Proxy Registers

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 CONCLUSION

Lastly I am concluding the topic of Extra-Ordinary General Meeting means a duly convened,
which is held and conducted Meeting of Members. Annual General Meeting shall be
conducted once in a year and there is a gap of around a year or 18 months between two
annual general meetings. Therefore, if an important business arises in between two annual
general meetings that require shareholders’ approval, then an extraordinary general meeting
can be called therefore It has been provided in the Companies Act, 2013 that any business
that is considered in the extraordinary general meeting shall be considered as special business.

There are different roles attached to Extra-Ordinary General Meeting. Extra-Ordinary General
Meeting is used to remind the board about such relevant problems. It also grants the company
the responsibility to provide shareholders with further detail on the matters to be transacted in
an explanatory statement.

And such explanatory statement has an announcement attached to it that contains relevant
information, such as the existence of the concern or interest, which may be financial or
otherwise. It also provides details and facts that will help the participants understand the
importance and consequences of the organization and the scope of business transactions and
make decisions.

The members of a company have the right to require the calling of an extraordinary general
meeting by the directors.

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 BIBLOGRAPHY

BOOKS/JOURNELS

• Avtar Singh, “Company Law”, Eastern Book Company.

• G.K.Kanpoor, Sanjay Dhamija, “Company Law”, Taxmann
Publication Private Limited.
• Dr. N.V.Paranjape, Company Law, Central Law Agency.

WEBSITES

• www.legalaffairs.gov.in
• www.indiacorplaw.com
• www.artismc.com
• www.topcafirms.com

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