Companies Act Section 100 — Calling of extraordinary general meeting
CHAPTER VII MANAGEMENT AND ADMINISTRATION
Commercial / Corporate
Summary
Sub-section (1) states that the Board of directors may call an extraordinary general meeting of the company whenever it considers it appropriate. However, such a meeting, except in the case of a wholly owned subsidiary of a company incorporated outside India, must be held at a place within India.
Sub-section (2) requires the Board to call an extraordinary general meeting when a valid requisition is made by members. Under clause (a), for a company with share capital, the requisition must come from members who, on the date the requisition is received, hold at least one-tenth of the paid-up share capital that carries voting rights on that date. Under clause (b), for a company without share capital, the requisition must come from members who, on the date the requisition is received, have at least one-tenth of the total voting power of all members entitled to vote on that date. In either case, the Board must call the meeting within the period specified in sub-section (4).
Sub-section (3) specifies that the requisition made under sub-section (2) must state the matters for which the meeting is to be called, be signed by the requisitionists, and be sent to the registered office of the company.
Sub-section (4) provides that if the Board does not, within twenty-one days of receiving a valid requisition, proceed to call a meeting for the consideration of the stated matter on a day not later than forty-five days from the date of receipt of the requisition, then the requisitionists themselves may call and hold the meeting within three months from the date of the requisition.
Sub-section (5) states that a meeting called by the requisitionists under sub-section (4) must be called and held in the same manner as a meeting called and held by the Board.
Sub-section (6) provides that any reasonable expenses incurred by the requisitionists in calling a meeting under sub-section (4) shall be reimbursed to them by the company. The amounts so paid shall be deducted from any fee or other remuneration payable under section 197 to the directors who were in default in calling the meeting.
Official Text
(1) The Board may, whenever it deems fit, call an extraordinary general meeting of the company. 1[Provided that an extraordinary general meeting of the company, other than of the wholly owned subsidiary of a company incorporated outside India, shall be held at a place within India.]
(2) The Board shall, at the requisition made by,—
(a) in the case of a company having a share capital, such number of 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, such number of 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, call an extraordinary general meeting of the company within the period specified in sub-section (4).
(3) The requisition made under sub-section (2) 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.
(4) If the Board does not, within twenty-one days from the date of receipt of a valid requisition in regard to any matter, proceed to call a meeting for the consideration of that matter on a day not later than forty-five days from the date of receipt of such requisition, the meeting may be called and held by the requisitionists themselves within a period of three months from the date of the requisition.
(5) A meeting under sub-section (4) by the requisitionists shall be called and held in the same manner in which the meeting is called and held by the Board.
(6) Any reasonable expenses incurred by the requisitionists in calling a meeting under sub-section (4) shall be reimbursed to the requisitionists by the company and the sums so paid shall be deducted from any fee or other remuneration under section 197 payable to such of the directors who were in default in calling the meeting.