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Extra-ordinary General Meeting


Extraordinary General Meeting (EGM) is an emergency meeting or any meeting of shareholders other than the annual general meeting. It is not pre-scheduled. Matters necessitating instant consideration by members, which cannot be delayed till next Annual General Meeting in that case the entities can make available for holding of emergency meetings of the members which are recognized as Extra Ordinary General Meeting.

It can be held by the Board of Directors on the appeal of shareholders or tribunal. It can be held on any day including national holidays. It is not a compulsory meeting by law and held to discuss impulsive situations or crucial matters in which the board generally involves the consent of members.

Requirements for calling extraordinary general meetings
There is a generally a gap of around a year or so in between two annual general meetings. Important businesses arising in between two annual general meetings that require shareholder approval shall be considered at the extraordinary general meetings. 

The main concern for conducting an Extraordinary General Meeting can be 

  • Elimination of an Executive
  • Legal matters if any
  • When the board needs Shareholders’ suggestions for any specific matter or matters
  • When tribunal requests the meeting on the application of any member
  • And any other purpose for which company cannot delay for the next AGM

Convening of extraordinary general meeting on the requisition of members
Section 100 of the companies Act, 2013, provides that on requisition of members of a company having share capital or not, the Board is required to call and hold extra-ordinary general meeting.

Condition for making requisition

  • Requisition shall be sign by requisitionists.
  • Requisition shall contain reason for meeting.
  • Requisition shall be deposited at registered office.

 Who can make Requisition? 

  • In case of company having a share capital, such number of them as hold at the date of requisition, at least one-tenth of such of the paid up for the capital company as at the date carrying voting right in regard to that matter;
  • In the case of a company not having a share capital, such number of them as have at the date of deposit of requisition, not less than one-tenth of the total voting powers of all members having at the date a right to vote in regard to the matter.

Those shareholders, who have not paid a call made on them, are not permitted to request for an extraordinary general meeting.

Member right to call requisition meeting
The Board of directors of the company is under a compulsion to immediately proceed to organize an extraordinary general meeting if requisition by members is made in relation in any matters. The board of company shall within 21 days from the date of deposit of a valid requisition proceed to call a meeting within 45 days from the date of deposit of such requisition.

If a company fails to proceed within 21 days and to call the above said meeting within 45 days then the members may call and held themselves a meeting within the period of 3 months from the date of deposit requisition to the company after expiry of 45 days and the expanses for calling meeting by them shall be reimbursed by the company by debiting the amount of the directors. If on a day allotted for meeting on requisition, the acceptable quorum is not present then meeting shall stand cancelled.

Expense reimbursement on members calling extraordinary general meeting
Section 100 states that any judicious expense incurred by the requisitionists in calling a meeting shall be reimbursed to the requisition by the company and the sums so paid shall be subtracted from any fee or other remuneration payable to such of the directors who were in default in calling the meeting. 

Point To Be Noted Regarding EGM 

  • Even a preference shareholder can sign requisition if he earned voting right.
  • Even a shareholder whose call in arrear can sign requisition if the AOA of company does not prohibits the voting power in case of call in arrears.
  • If shareholder submit the requisition of convening the EGM board of director can add any extra business to be transacted in EGM but cannot delete my business specify by shareholders in requisition.
  • An extraordinary general meeting of the company, other than the wholly owned subsidiary of a company incorporated outside India, shall be held at place within India.

Quorum required for EGM
Unless the Article of association permit otherwise, the following number of members is required for a quorum.

  • In the case of a public company held EGM: 5 members personally present; and
  • In the case of any other company held EGM: 2 members personally present.

At AJSH, we understand the importance of adhering to the statutory compliance regime, failing which, businesses could face serious ramifications that may impact their reputation and operations and of their stakeholders. In this regard, we do provide certain services to our clients in adhering to all statutory compliances under the Companies Act, 2013 including RBI compliances. To know more about EGM and other compliances for a company, kindly contact us.


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