Procedures under Companies Act, 2013

Holding an Extraordinary General Meeting of the Company on Requisition

In accordance with provisions of Section 100 (2) and Section 100 (4) of the Companies Act, 2013 the Board shall within twenty one days from the date of receipt of valid requisition signed by the requisitionists and received at the registered office of the Company, proceed to call extraordinary general meeting of the company within a period of forty five days from the date of receipt of requisition.

Key Considerations:

  • If the Board fails to call extra-ordinary general meeting within a period of forty five days from the date of receipt of requisition, the meeting may be called and held by the requisitionists themselves within a period of three months from the date of the requisition [Section 100 (4) and Clause 1.1 of Secretarial Standards on General Meeting]

The following procedure is to be followed for calling of an extraordinary general meeting by requisitionists [Sections100&122and Rule No. 17 of the Companies (Management and Administration) Rules, 2014] read with SS 2(Secretarial Standard on General Meetings) issued by ICSI:-

  1. The Board shall receive a requisition made by the following number of members
  1. In the case of a company having a share capital:number of members who hold,on the date of the receipt of the requisition, at least 1/10 of such of the paid-up share capital which carries voting rights;
  2. In the case of a company not having a share capital: number of members who have, on the date of receipt of the requisition, at least1/10 of the total voting power of all the members having on the said date right to vote. [Section 100(2)]
  1. The requisition made shall set out the matters for which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company. Requisitionists will send a requisition in writing or through electronic mode at least clear 21 days prior to the proposed date of such extraordinary general meeting [Section 100(3) and Rule 17(1) of Companies (Management and Administration)Rules, 2014]
  2. The Board shall 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.[Section 100(4)]

Convening of Board Meeting for calling Extra-ordinary General Meeting;

  1. Issue not less than 7 days notice and agenda of Board meeting, or a shorter notice in case of urgent business, in writing to every director of the company at his address registered with the company and call a Board Meeting to consider the need of holding of an extraordinary general meeting of the company, pursuant to the receipt of vaid requisition from members. Follow the procedure prescribed for issuing notice of Board Meeting.
  2. Hold a meeting of Board of Directors to transact the following business-

  1. To approve agenda for the proposed extraordinary general meeting of the company.
  2. To delegate authority to any one director of the company to sign, certify and to do all such acts, deeds as may be necessary to give effect to the proposed Resolution, requiring shareholders approval.
  3. To draft and approve the notice of general meeting along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013.
  4. To authorise Company Secretary or any other competent officer to issue notice of the meeting.
  1. Prepare and circulate draft minutes within 15 days from the date of the conclusion of the Board Meeting, by hand/speed post/registered post/courier/e-mail to all the Directors for their comments. Also follow the procedure prescribed for preparing, circulation, signing and compiling of Board Minutes.(Secretarial Standards-1)

Calling and Convening of Extra- Ordinary General Meeting by Board :

  1. 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 requistionists deposit with the Company a valid requisition for calling an extraordinary general meeting. [Rule 17(6) of Companies (Management and Administration) Rules, 2014]

Follow the procedure prescribed for calling and convening Extra-ordinary General Meeting by the Board

Calling of Extra-Ordinary General Meeting by the requisitionists in case of failure by BOD:

  1. If Board fails to call a meeting within period of 45 days from the date of receipt of requisition, requisitionists themselves call a meeting within 3 months from the date of requisition.[Section 100(4)]
  1. Where the meeting is not convened by the Board, the requistionists shall have a right to receive list of members together with their registered address and number of shares held and the company concerned is bound to give a list of members together with their registered address made as on twenty first day from the date of receipt of valid requisition together with such changes, if any, before the expiry of the forty-five days from the date of receipt of a valid requisition. [Rule 17(7) of the Companies (Management and Administration) Rules, 2014]
  1. Notice shall specify the place, date, day and hour of the meeting and shall contain the business to be transacted at the meeting and 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 therewith a scanned copy of such duly signed requisition. Notice shall contain complete particulars of the venue of the Meeting including route map and prominent land mark for easy location. Notice of Extra-Ordinary General Meeting shall also enclose request for consenting to shorter Notice and accompanying documents, if meeting is being called at shorter notice. [Rule 17 (2) & (4) of the Companies (Management and Administration) Rules, 2014 and Clause 1.2.4 and Clause 1.2.7 of Secretarial Standard on General Meeting]
  1. Ensure that such notice is accompanied by an attendance slip and a proxy form i.e. Form No. MGT.11 with clear instructions for filling, stamping, signing and depositing the proxy form and notice of meeting must contain a statement that member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself, and that a proxy need not be a member. [Section 105(2) and Clause 1.2.10 of Secretarial Standard on General Meetings] [Refer Procedure for appointment of a proxy to attend and vote in General Meeting]
  1. The requisitionists should convene meeting at Registered office or in the same city or town where Registered office is situated and such meeting should be convened on working day during business hours, i.e., between 9 a.m. and 6 p.m., on a day that is not a National Holiday. If the resolution is to be proposed as a special resolution, the notice shall be given as required by sub-section (2) of section 114. [Rule 17 (2) (3) & (4) of the Companies (Management and Administration) Rules, 2014 and Clause 1.2.4 of Secretarial Standard on General Meeting]
  1. Explanatory statement required under section 102 needs not to be annexed to this notice. The requisitionists may disclose the reasons for the resolution(s) which they propose to move at the meeting. Such requisition shall not pertain to any item of business that is required to be transacted mandatorily through postal ballot. [Rule 17(5)of the Companies (Management and Administration) Rules, 2014 and Clause 1.1 of Secretarial Standard on General Meetings]
  1. Send notice of the extraordinary general meeting to:

  1. all the members, legal representative of any deceased member or the assignee of an insolvent member,
  2. auditors,
  3. directors,
  4. secretarial auditor,
  5. debenture trustee, if any and
  6. other persons entitled to receive it,

by giving not less than clear 21 days notice or shorter notice, if consent for shorter notice is given in writing by at least 95% of members entitled to vote at such meeting, either in writing or through electronic mode in accordance with the Section 101 of the Act. For the purpose of reckoning twenty-one days clear Notice, the day of sending the Notice and the day of Meeting shall not be counted. Further in case the company sends the Notice by post or courier, an additional two days shall be provided for the service of Notice. (Section 101 and Clause 1.2.6 and Clause 1.2.7 of Secretarial Standard on General Meetings).

  1. 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 requistionists deposit with the Company a valid requisition for calling an extraordinary general meeting. [Rule 17(6) of Companies (Management and Administration) Rules, 2014]
  1. 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. [Rule 17(8)of the Companies (Management and Administration) Rules, 2014]
  1. If notice is sent through electronic mode or in the form of e-mail, the subject line in e-mail shall state the name of the company, notice of the type of meeting and the date on which meeting is scheduled. [Rule 18 (3)(ii) of the Companies (Management and Administration) Rules, 2014]
  1. Meeting by the requisitionists shall be held in the same manner in which it is held by the Board.[Section 100(5)]
  1. Hold the meeting on the fixed day and get attendance slips of members/proxies.
  1. Ascertain the following quorum (Unless the Articles of the company provide for a larger number) is personally present [Section 103(1) and Clause 3.1 of Secretarial Standard on General Meetings]:-

Type of Company

Total Number of members of the Company as on the date of meeting

Required number of members present in the meeting

Public

Company

Not more than 1000

5 members

More than 1000 but upto 5000

15 members

More than 5000

30 members

Private Company

No specific criteria

2 members

  1. If the quorum is present, proceed the meeting. If at a meeting called by requisitionists, quorum is not present, meeting shall stand cancelled. (Clause 15.5 of Secretarial Standard on General Meeting )
  1. On the aforesaid quorum being present, transact the business as specified in the notice and ensure that the said quorum is present throughout the meeting.[Clause 3.1 of Secretarial Standard on General Meetings
  1. The Chairman of the Board shall take the chair and conduct the Meeting. If the Chairman is not present within fifteen minutes after the time appointed for holding the Meeting, or if he is unwilling to act as Chairman of the Meeting, or if no Director has been so designated, the Directors present at the Meeting shall elect one of themselves to be the Chairman of the Meeting. If no Director is present within fifteen Minutes after the time appointed for holding the Meeting, or if no Director is willing to take the chair, unless the Articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands. [Section 104(1) and Clause 5.1 of Secretarial Standard on General Meetings]
  1. If a poll is demanded on election of chairman, it shall be taken forthwith in accordance with the Act and person elected as chairman on show of hands shall continue to be the Chairman of the meeting until some other person is elected as Chairman as a result of the poll, and such other person shall be the Chairman for the rest of the meeting. [Section 104(2) and Clause 5.1 of Secretarial Standard on General Meetings]
  1. The Chairman shall ensure that the Meeting is duly constituted in accordance with the Act and the Articles or any other applicable laws, before it proceeds to transact business. (Clause 5.1 of Secretarial Standard on General Meetings)

Presence at General Meeting

  1. Directors who attend General Meetings of the company and the Company Secretary shall be seated with the Chairman. The Company Secretary shall assist the Chairman in conducting the Meeting. (Clause 4.1.2 of Secretarial Standard on General Meetings)
  1. If any Director is unable to attend the Meeting, the Chairman shall explain such absence at the Meeting. (Clause 4.1.1 of Secretarial Standard on General Meetings)
  1. The Chairman of the Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee, or any other Member of any such Committee authorised by the Chairman of the Committee to attend on his behalf, shall attend the General Meeting. (Clause 4.1.1 of Secretarial Standard on General Meetings)
  1. The Auditors, unless exempted by the company, shall, either by themselves or through their authorised representative, attend the General Meetings of the company and shall have the right to be heard at such Meetings on that part of the business which concerns them as Auditors. The authorised representative who attends the General Meeting of the company shall also be qualified to be an Auditor. (Clause 4.2 of Secretarial Standard on General Meetings)
  1. The Chairman may invite the Secretarial Auditor or his authorized representative to attend any General Meeting. The Secretarial Auditor, either by himself or through his authorized representative shall attend the General Meeting of the company. The authorised representative who attends the General Meeting of the company shall also be qualified to be a Secretarial Auditor. (Clause 4.3 of Secretarial Standard on General Meetings)
  1. The Chairman shall then conduct the Meeting in a fair and impartial manner and ensure that only such business as has been set out in the Notice is transacted. (Clause 5.1 of Secretarial Standard on General Meetings)
  1. Supply to the chairman any information, clarification, papers, registers etc. that may be require by him for conducting the meeting.
  1. Every Resolution shall be proposed by a Member and seconded by another Member. (Clause 7.1 of Secretarial Standard on General Meetings)
  1. The Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting. (Clause 5.2 of Secretarial Standard on General Meetings)
  1. The Chairman shall provide a fair opportunity to Members who are entitled to vote to seek clarifications and/or offer comments related to any item of business and address the same, as warranted. (Clause 5.2 of Secretarial Standard on General Meetings)
  1. In case of public companies, the Chairman shall not propose any Resolution in which he is deemed to be concerned or interested nor shall he conduct the proceedings for that item of business, he shall entrust the conduct of the proceedings in respect of such item to any Dis-Interested Director or to a Member, with the consent of the Members present, and resume the Chair after that item of business has been transacted. (Clause 5.3 of Secretarial Standard on General Meetings)
  1. At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 109 or the voting is carried out electronically, be decided on a show of hands. A Proxy cannot vote on a show of hands. [Section 107(1) and Clause 7.3 of Secretarial Standard on General Meeting]
  1. The chairperson has power to order a poll, before or on declaration of result of the voting on any resolution on show of hands, on his own motion or on a demand made in that behalf. In case of companies having share capital, the members present in person or their proxies having not less than one tenth of voting power or members holding not less than five lakh rupees may demand a poll before or on declaration of result. In case of companies not having a share capital, the members present in person or by proxy having not less than one tenth of the total voting power may demand poll before or on declaration of result.[Section 109(1) and Clause 7.4 of Secretarial Standard on General Meeting] .[Refer procedure of voting by Poll]
  1. Poll in such cases shall be through a Ballot process. While a Proxy cannot speak at the Meeting, he has the right to demand or join in the demand for a poll. (Clause 7.4 of Secretarial Standard on General Meeting)
  1. Every Member holding equity shares and, in certain cases as prescribed in the Act, every Member holding preference shares, shall be entitled to vote on a Resolution. (Clause 7.5 of Secretarial Standard on General Meeting)
  1. Every Member entitled to vote on a Resolution and present in person shall, on a show of hands, have only one vote irrespective of the number of shares held by him. A Member present in person or by Proxy shall, on a poll or ballot, have votes in proportion to his share in the paid up equity share capital of the company, subject to differential rights as to voting, if any, attached to certain shares as stipulated in the Articles or by the terms of issue of such shares. Preference shareholders have a right to vote only in certain cases as prescribed under the Act. (Clause 7.5.1 of Secretarial Standard on General Meeting
  1. A Member who is a related party is not entitled to vote on a Resolution relating to approval of any contract or arrangement in which such Member is a related party. (Clause 7.5.1 of Secretarial Standard on General Meeting)
  1. Unless otherwise provided in the Articles, in the event of equality of votes, whether on show of hands or electronically or on a poll, the Chairman of the Meeting shall have a second or casting vote. (Clause 7.6 of Secretarial Standard on General Meeting)
  1. Every company that is required or opts to provide e-voting facility to its Members shall comply with the provisions in this regard. (Clause 8.1 of Secretarial Standard on General Meeting )
  1. Take note of the proceedings of meeting for the purpose of preparing minutes thereof.
  1. Contents of Minutes shall beA. General Contents

(a)Minutes shall state, at the beginning the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting.

(b) Minutes shall record the names of the Directors and the Company Secretary present at the Meeting.

(c) The names of the Directors shall be listed in alphabetical order or in any other logical manner, but in either case starting with the name of the person in the Chair.

B.Specific Contents

Minutes shall, inter alia, contain:

(a) The Record of election, if any, of the Chairman of the Meeting.

(b) The fact that certain registers, documents, the Auditors Report and Secretarial Audit Report, as prescribed under the Act were available for inspection.

(c) The Record of presence of Quorum.

(d) The number of Members present in person including representatives.

(e) The number of proxies and the number of shares represented by them.

(f) The presence of the Chairmen of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee or their authorised representatives.

(g) The presence if any, of the Secretarial Auditor, the Auditors, or their authorized representatives, the Court/Tribunal appointed observers or scrutinisers.

(h) Summary of the opening remarks of the Chairman.

(i) Summary of the clarifications provided on various Agenda Items.

(j) In respect of each Resolution, the type of the Resolution, the names of the persons who proposed and seconded and the majority with which such Resolution was passed.

(k) In the case of poll, the names of scrutinisers appointed and the number of votes cast in favour and against the Resolution and invalid votes.

(l) If the Chairman vacates the Chair in respect of any specific item, the fact that he did so and in his place some other Director or Member took the Chair.

(m) The time of commencement and conclusion of the Meeting. (Clause 17.2 of Secretarial Standard on General Meeting )

  1. Enter Minutes of proceedings of General Meeting in the Minutes Book within thirty days from the conclusion of the Meetings. [Section 118 and Clause 17.4.1 of Secretarial Standard on General Meeting].
  1. The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary. Where there is no Company Secretary, it shall be entered by any other person authorised by the Board or the Chairman. (Clause 17.4.2 of Secretarial Standard on General Meeting )
  1. Chairman shall initial each page of the Minutes, sign the last page and append to such signature the date on which and the place where he has signed the Minutes. Minutes shall be signed and dated by the chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that chairman within that period, by a director who was present in the Meeting and duly authorized by the Board for the purpose. If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally. [Rule 25 of the Companies (Management and Administration) Rules, 2014] (Clause 17.5 of Secretarial Standard on General Meeting )
  1. Any blank space in a page between the conclusion of the Minutes and signature of the Chairman shall be scored out. (Clause 17.5 of Secretarial Standard on General Meeting )

Notes:

  • The provisions of calling of an extra ordinary general meeting [Sections 98 and sections 100 to 111] shall not apply to a One Person Company.
  • 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.
  • Any reasonable expenses incurred by the requisitionists in calling a meeting 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.[Section 100(6)]

Convening of EGM:

  • No business shall be transacted at a Meeting if Notice in accordance with this Standard has not been given. No items of business other than those specified in the Notice and those specifically permitted under the Act shall be taken up at the Meeting. (Clause 1.2.8 and Clause 1.2.9 of Secretarial Standards on General Meeting)
  • A duly authorised representative of a body corporate or the representative of the President of India or the Governor of a State is deemed to be a Member personally present and enjoys all the rights of a Member present in person. (Clause 3.2 of Secretarial Standard on General Meetings)
  • A Member who is not entitled to vote on any particular item of business being a related party, if present, shall be counted for the purpose of Quorum. (Clause 3.2 of Secretarial Standard on General Meetings)
  • Minutes shall be written in clear, concise and plain language. Minutes shall be written in third person and past tense. Resolutions shall however be written in present tense. (Clause 17.3.2 of Secretarial Standard on General Meeting )
  • Each item of business taken up at the Meeting shall be numbered. (Clause 17.3.3 of Secretarial Standard on General Meeting )
  • Minutes, once entered in the Minutes Book, shall not be altered. (Clause 17.4.3 of Secretarial Standard on General Meeting )
  • No gifts, gift coupons, or cash in lieu of gifts shall be distributed to Members at or in connection with the Meeting. (Clause 14 of Secretarial Standard on General Meeting)

Procedure Authors

ACS Divya Jain
ACS Palak Jain
ACS Ankita Jain
ACS Sugandh Jain
ACS Mansi Kapor
ACS Bhawna Sharma


 Schedule Demo

Preffered Date for Demo