What is an extra ordinary general meeting?

Clause 47 of the table A (schedule 1) provides that all general meeting other than the annual general meeting shall be called as extra ordinary general meeting. An extra ordinary general meeting in convened for transacting some special business or urgent business that may arise in between two AGMs, for instance change in the object or sift of registered office or alteration of capital or removal of a director/auditor. Companies Act containing the following provisions with respect to extra ordinary general meetings:

1. Business to be transacted: All business transacted at such meetings called special business.
2. Who may call – An EGM may be called:

(i)       By the Board of Directors of its own accord: (clause 48 of Table A to the Act.)

(ii)     By the Directors on requisition.

(iii)    By the requisitionists themselves

(iv)   By the Company Law Board

(i)      By the Directors: The Board of Directors may call a General Meeting of the members at any time by giving not less than 21 days’ notice [Section 171(1)]. A shorted notice may, however, be held valid if consent in accorded thereto by members of the company holding 95% or more of the voting rights [section 171 (2) (ii)].

In exceptional cases of urgency any director (in the absence from India of requisite number of directors to form quorum in the board meeting) or any two members of the company may convene an extra ordinary General meeting.

(ii)    By the Directors on Requisition [section 169]- The Board of Directors must convene a general meeting upon the request or requisition if the following conditions are satisfied:

(a)     The requisitionists must be such numbers who, at the date of the deposit of the requisition, are the holders of 1/10^th of total voting power. Thus, in case of a company having share capital they should hold at least 1/10^th of such of the paid up capital that carries right to vote in regard to that matter [section 169(4)(a)]. Preference shareholders having voting right only as regards matters relating to the preference shareholders. They have no general voting right and, therefore, no right to requisition in respect of other matters, if the company does not have a share capital, they should at least hold 1/10^th of total voting right of the company in regard to that matter [section 169(4)(b)]

(b)     The requisition must state the objects of the meeting i.e. it must set out the matters for the consideration of which the meeting is to be called [section 169(2)].

However, the requisitionists are under no obligation to attach the explanatory statement to the requisition. It is for the Board of directors, on receipt of the requisition, to include in the notice convening the meeting the necessary explanatory statement.

(c)     Requisition must have been deposited at the registered office of the company [section 169(3)].

(d)     Requisition must be signed by the requisitionists [section 169(2)]. In case all the aforesaid conditions are satisfied, i.e. a valid requisition has been received; the Board of Directors must within 21 clear days of the receipt of the requisition call the meeting giving at least 21 days’ notice fixing the meeting. Within 45 days of the receipt of the requisition [section 169(6)].

(e)     Where two or more distinct matters are specified in the requisition, the validity of each such matter shall be determined independent of each other before convening the meeting. Where the resolution proposed is a special resolution, requirements of section 189(2) must be complied with, viz, it should be so described and explanatory statement be annexed.

(iii)  By the requisitionists themselves [section 169(6)] – If the board of Directors does not or fails to call the meeting as aforesaid (i.e. within 21 days fixing the date of the meeting within 45 days of the deposit of a valid requisition) the meeting may be called:

(a)     By the requisitionists themselves.

(b)     In case of company having share capital, by one or more requisitionists as represent:

–          A majority in value of the paid up share capital held by all the requisitionists; or

–          At least 1/10^th of the paid up share capital carrying voting rights in respect of that matter, whichever is less.

(c)     In case of a company not having share capital, by one or more requisitionists who represent at least 1/10^th of total voting power in the company in regard to the matter of the requisition.

(d)     Meeting must be held within 3 months of the date of the deposits of the requisition [section 169(7)].

(e)     Where two or more person hold any shares or interest in a company jointly, a requisition, or a notice calling a meeting, signed by one or some of them shall, for the purposes of this sec, have the same force and effect as if it had been signed by all of them [section 169(8)].

Meeting by the requisitionists must be held in the same manner, as nearly as possible, in which the meetings are to be called by the Board of Directors [section 169(7)]. However, where the registered office is not made available to them for holding the meeting, they may hold the meeting elsewhere.

(iv)   By the Company Law Board [section 186]:If for any reason it is impracticable to call a meeting of the company, other than an Annual general meeting, the Company Law Board may direct the calling of the meeting:

(a)     On its own motion

(b)     On an  application of any director

(c)     On an application of any member entitled to vote at that meeting.

For the aforesaid meeting, the Company Law Board may give directions in respect of the place, date and the manner in which the meeting is held and conducted. It may also give such ancillary or consequential directions as it thinks expedient, including a direction that one member present in person or proxy shall be deemed to constitute a meeting.