Section 100: Calling of extraordinary general meeting
This section is for outlining the procedures and requirements for calling an extraordinary general meeting of a company.
The section, clause by clause
What the section says
In plain terms
(1)The Board may, whenever it deems fit, call an extraordinary general meeting of the company.
The company's Board can call an extraordinary general meeting whenever they think it is necessary, as long as the meeting is held in a place within India, except for a wholly owned subsidiary of a company incorporated outside India.
proviso1[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,—
The Board must call an extraordinary general meeting if it is requested by members who hold at least one-tenth of the paid-up share capital with voting rights, or by members with at least one-tenth of the total voting power in a company without share capital.
(2)(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;
(2)(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.
The request for an extraordinary general meeting must state the matters to be considered, be signed by the requesting members, and be sent to the company's registered office.
(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.
If the Board does not call a meeting within 21 days of receiving a valid request, the requesting members can call and hold the meeting themselves within 3 months, as long as the meeting is held within 45 days of the request.
(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.
A meeting called by the requesting members must be held in the same way as a meeting called 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.
The company must reimburse the requesting members for any reasonable expenses they incur in calling a meeting, and this amount can be deducted from the fees or remuneration of the directors who failed to call the meeting.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Ins. by Act 1 of 2018, s. 27 (w.e.f. 9-2-2018).
- 2. The proviso subs. by s. 28, ibid., (w.e.f. 9-2-2018).
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.