EXTRA ORDINARY GENERAL MEETING UNDER COMPANIES

ACT 2013
AUTHOR :NIKITA MARWAH

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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.

Page Contents

Calling of Extra Ordinary General Meeting

1. Section 100(1) of Companies Act 2013 and Regulation 43(i) of Table F
2. Regulation 43(ii) of Table F, Calling of Extra Ordinary General Meeting by any director or any
two members
3. Section 100 of Companies Act, 2013 Calling of Extra Ordinary General Meeting on requisition
4. Section 98 of Companies Act, 2013 Calling of Extra Ordinary General Meeting by Tribunal

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.