Extraordinary General Meeting of the Company on Requisition – Process under Company Act 2013

1. Introduction

A company is an artificial person created by law. The business of a company is carried on by the elected representatives of the shareholders. They make decisions regarding matters affecting the company by calling meetings. They cannot decide all matters themselves.

Certain matters are required to be decided by the whole body of members. Therefore, member meetings are held from time to time. Shareholder Democracy, Class Action Suits, and the Protection of the interest of investors are the essence and attributes of the Companies Act, 2013.

2. Annual general meeting

Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next: Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year: Provided further that if a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation: Provided also that the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months. 

3. Holding of AGM

1. Annual general meetings should be held once in each calendar year. 

2. First annual general meeting of the company should be held within 9 months from the closing of the first financial year. Hence it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation. 

3. Subsequent annual general meetings of the company should be held within 6 months from the date of the closing of the relevant financial year. 

4. The gap between two annual general meetings shall not exceed 15 months. 

A one-person company is exempt from holding an AGM.

4. Extension of the validity period of AGM 

In case, it is not possible for a company to hold an annual general meeting within the prescribed time, the Registrar may, for any special reason, extend the time within which any annual general meeting shall be held. Such extension can be for a period not exceeding 3 months.

No such extension of time can be granted by the Registrar to hold the first annual general meeting. 

5. By Board on the requisition of members [Sec. 100 (2)] 

The Board shall call an extraordinary general meeting on receipt of the requisition from the following number of members:

 (a) in the case of a company having a share capital: members who hold, on the date of the receipt of the requisition, not less than one-tenth of such of the paid-up share capital of the company as on that date carries the right of voting; 

(b) in the case of a company not having a share capital: members who have, on the date of receipt of the requisition, not less than one-tenth of the total voting power of all the members having on the said date a right to vote.

Matter set out for consideration in requisition: 

The requisition made as above shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company.

The matter set out for consideration in requisition: The requisition made as above, shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company.

6. By requisitionists [Sec 100(4)]

(i) Board’s Failure: If the Board fails to call a meeting as required by the requisitionist, the meeting may be called by requisitionists themselves and held within 3 months from the date of deposit of the requisition. Such requisition shall not pertain to any item of business that is required to be transacted mandatorily through postal ballot.

(ii) Timings & Days: The notice shall specify the place, date, day, and hour

of the meeting and shall contain the business to be transacted at the meeting.

(iii) Notice to be signed: The notice shall be signed by all the requisitionists or

by a requisitionist duly authorized in writing by all other requisitionists on

their behalf or by sending an electronic request attaching herewith a scanned

copy of such duly signed requisition.

(iv) No explanatory statement annexed to the notice: No explanatory statement as required under section 102 needs to be annexed to the notice of an extraordinary general meeting convened by the requisitionists and the requisitionists may disclose the reasons for the resolution(s) which they propose to move at the meeting. 

(v) Serving notice of the meeting: The notice of the meeting shall be given to those members whose names appear in the Register of members of the company within three days on which the requisitionists deposit with the Company a valid requisition for calling an extraordinary general meeting. 

(vi) Mode of giving notice: 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.

 • Where a meeting is called by requisitionists themselves and the registered office is unavailable, they may hold the meeting anywhere else. 

• Requisitionists shall not be allowed to hold the meeting after the expiry of 3 months from the date of deposit of the requisition.

 

• Requisitionists are entitled to claim all expenses. 

• Co. shall be entitled to indemnify itself and to deduct the sum so paid out of the fee payable to defaulting directors. 

• Resolutions properly passed at meetings called by the requisitionists shall be binding upon the co. 

• In case, the quorum is not present within half an hour from the time appointed for holding a meeting called by requisitionists, the meeting shall stand canceled. [Sec. 103(2)(b)]