22 June 2024

মঙ্গলবার, ০৬ সেপ্টেম্বর ২০২২

Extraordinary General Meeting: Provisions under Companies Act, 2013


The next step should be to dispatch notices in writing or in electronic mode giving at least 21 days notice. Subsections 4 and 5 of Section 101 deal with the details of sending such notice. The nature of concern of such meeting and any other information regarding the scope and implications of the decisions taken in this meeting should also be mentioned in the aforesaid notice. The word ‘valid’ has no reference to objects of requisition but to compliance of requirements of the section itself.

Minutes shall state, at the beginning the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting. To authorise Company Secretary or any other competent officer to issue notice of the meeting. Meetings of the debenture holders are held according to the conditions contained in the debenture trust deed. Section, 391 to 393 of the Companies Act not only give powers to the company to compromise with the creditors but also lay down the procedure of doing so. Directors may call the Extraordinary General Meeting in accordance with the procedure laid down in the Articles of Association of the company. The particulars of any contract and the modification or the proposed modification of any contract which is to be submitted for the approval of the members at the meeting.

A public company which was registered as a private company earlier. By quorum we mean the minimum number of the members who must be present at a meeting as required by the rules. In the absence of quorum the proceedings of the company cannot be started. Where the Central Government calls an annual general meeting under Sec. 167 of the Act, it may direct that one member of the company present in person or by proxy shall constitute the meeting.

  • When the meeting of such Committee will be held, only one member will be present and he alone will constitute a valid meeting.
  • The number of proxies and the number of shares represented by them.
  • If the EGM takes place during this defined span of 3 months, it can be postponed three months to any future day.
  • The same must be deposited at the registered office of a business.
  • Change of management by a resolution like any other shareholder.

At the commencement of the meeting the Board shall place a list showing the name, addresses and occupation of the members of the company and the number of the shares held by them. During the continuance of the meeting the list shall remain open for inspection by members. The particulars of any commission or brokerage paid or to be paid to any director or to the manager in connection with the issue or sale of shares or debentures of the company. The total amount of cash received by the company in respect of all the shares allotted, distinguished as aforesaid.

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The proposed resolution will be a Special Resolution, and all the requisitionists should sign the notice. The notice will be sent to all the members whose name is present in the Register of Members. It should also be noted that no further dividend can be declared at the EGM once it has already been declared at the Annual General Meeting.

an extra ordinary general meeting may be convened by

As such, there are no requirements under the prevailing Act that mandate filing form or return to conduct EGM in the company. However, filing of E-form MGT-14 is mandatory if the company has passed special resolutions in any general meeting. The notification must reflect the subject matters seeking the participation of the concerned shareholders. As per the Companies Act, 2013, any matter transacted in such a meeting is deemed a special business. An ordinary resolution means that the resolutions need a majority of votes of shareholders who are voting.

If the EGM is not able to be called as prescribed above or as per the Act or the articles, the director or member having right to vote can apply to tribunal to call for a meeting. The tribunal may call a meeting when it thinks fit either by itself or on an application by such director or member and give such directions as it deems fit including a direction that one member present in person or proxy shall also constitute a proper meeting. Hopefully, this gives you a better insight into the extraordinary general meeting meaning as well as the reasons behind why they are held in the first place. Concepts such as these can help you stay apprised of the updates and changing circumstances of the companies you invest in and make prudent investment choices.

Annual Report

When the meeting of such Committee will be held, only one member will be present and he alone will constitute a valid meeting. If the quorum does not complete within half an hour of the prescribed time, meeting will be adjourned to the same time, place and date in the next week. If at the adjourned meeting also the quorum does not complete, the members present shall be quorum and attending members may be allowed to come to a decision and pass resolutions. It means one member present in person shall constitute a valid meeting. A company meeting may be defined as a concurrence or coming together of at least a quorum of members in order to transact either ordinary or special business of the company. The petition requests the tribunal to order an extraordinary general meeting on or before Oct. 28 or soon thereafter.

The Board of Directors may whenever it thinks fit call an Extra Ordinary general meeting. Thus General meeting need to be called only on the authority of board resolution. In such a case, Defaulters are required to pay a fine amounting to Rs within the prescribed timeline.

The 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. We collect, retain, and use your contact information for legitimate business purposes only, to contact you and to provide you information & latest updates regarding our products & services. We do not sell or rent your contact information to third parties.

an extra ordinary general meeting may be convened by

Also, if all the directors should meet casually, and are willing to hold a meeting, the meeting can be held notwithstanding the absence of notice. When the meeting of a particular an extra ordinary general meeting may be convened by class of shareholders takes place such as preference shareholder meeting, it is known as class meeting. Such a meeting can be attended only by that class of shareholders.

In the case of a Company not having Share Capital, not less than one-tenth of the voting strength of the company should sign the proposal for the EGM. The requisitionists have to make the proposition for the EGM at least 21 days before the proposed date of the meeting by sending a notice by electronic mode or in writing. The notice should specify the time and place of the proposed meeting and shall also mention the agenda. The meeting should be held at the Registered Office or the same city in which the registered office is situated and on a working day.

Tax and Accounts

Such a meeting is called for the alteration in the rights and privileges of the shareholders and for the purpose of conversion of one class of shares into another. Shareholders holding at least one-tenth of the paid-up share capital of the company can make a requisition to the Board of Directors to convince such a meeting. The object of holding this meeting is to review the progress and prospects of the company and elect its office-bearers for the coming year. The directors are required to prepare and send a report called the ‘Statutory Report’ to every member of the company at least 21 days before the date of the meeting. If the report is sent later it shall be deemed to have been duly forwarded if it is so agreed to by a unanimous vote of the members entitled to attend and vote at the meeting [Sec.

In the past, we have seen precedents at Fortis Healthcare Ltd, various Tata Group companies and most recently in ICRA Ltd, when Moody’s Investors Service sought the removal of Naresh Takkar. All such cases were the result of promoter differences, takeover and change of management or stemmed from regulatory action in search of a scapegoat. Any resolutions required to be transacted at general meeting of One Person Company shall be sufficient if resolution is communicated by member to the Company and entered in minute books. Supply to the chairman any information, clarification, papers, registers etc. that may be require by him for conducting the meeting. This meeting can be convened by the Board of Directors itself the Board of Directors on requisition of members the requisitionists themselves and the National Company Law Tribunal. The Central Government can call this meeting on application received from the members of the company.

This is the first meeting of the shareholders of the company and it is held once in the whole life of the company. An extraordinary general meetingalso has an essential responsibility towards the shareholders that participate in it. This is the presenting of an explanatory statement that contains all the details about why the meeting is being held, what issues it will address as well as its importance at the given point in time.

In general, the shareholders of a company typically convene on a yearly basis for a mandatory meeting known as the Annual General Meeting, or AGM. During these regular meetings, reports are presented to the shareholders and various functions such as voting, appointments, https://1investing.in/ compensations are determined and carried out. These meetings are planned out in advance and take place within regular business hours. Besides, unlike AGM, an extraordinary general meeting can only be called by the Board on the demand of shareholders or tribunal.

The Board of Directors has to call Annual General Meeting giving 21 days notice to all the members entitled to attend the meeting. However, such a meeting may be called with shorter notice, if it is agreed to by all the members to vote in the meeting. The first annual general meeting of the company is held within 18 months of its incorporation. After holding such meeting it is not necessary to hold any other annual general meeting in the year of its incorporation and in the next year. As per Rule 77 of ‘Table A’, the board of directors may delegate their works to a Committee which may have only one member.

Commencement Notification dated 09.02.2018

The law is absolutely clear; it does not give any choice to the Board or management. If the notice given satisfies all the legal requirements, the Board is duty-bound to call an EGM within 21 days of receipt of notice, failing which the requisitionists themselves can call an EGM within three months . The Company must follow the procedure for issuing notice to shareholders and to all other affected parties. A Special Notice can be given by shareholders holding not less than one percent of total voting power or holding shares in which an aggregate sum of not less than Rs 5 lakh is involved. The notice of the meeting shall be given by speed post or registered post or through electronic mode. That in case of a Specified IFSC private company, the Board may subject to the consent of all the shareholders, convene its extra ordinary general meeting at any place within or outside India.

Guide to Extraordinary General Meeting

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. 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. Members have at least 1/10th of the company’s paid-up share capital. In the Dish TV case, a bank unwilling to participate in a rights issue is seeking the removal of directors; in the other case, two of the largest institutional investors are seeking the ouster of directors. There is one common thread — both belong to the same business group and both have issues of corporate governance, especially related-party ones.

Such meeting shall be called in the same manner, as nearly as possible, as one convened by the Board and must be held within 3 months from the date of deposit of requisition. However, the meeting may be adjourned to a date, which falls after the expiry of 3 months passed. The meeting shall stand dissolved, if no quorum is present within half an hour. There is no active role for SEBI or the Ministry of Corporate Affairs or any other regulator in this process.

Ltd v Sheena Jose it was held that in order to requisition a meeting, the requisitionists must hold not less than one-tenth of the paid-up capital of the company on the date of the deposition of the requisition. Section 100 provides that the Board of directors of a company shall, on the requisition of members of the company forthwith proceed duly to call an extraordinary general meeting of the company. Every general meeting other than the annual general meeting or any adjournment thereof, is an extraordinary general meeting in clause 42 of Table ‘F’ to the Companies Act, 2013 but the Act does not use the name “Extraordinary General Meeting” to indicate a general meeting.