# Section 100 — Calling of Extra-ordinary General Meeting (EGM)
## Definition
All general meetings other than AGMs are called Extra-ordinary General Meetings (EGMs).
## Three Ways an EGM Can Be Called
1. By the Board on its own initiative — Section 100(1)
2. By the Board on a requisition by qualifying members — Section 100(2)
3. By the requisitionists themselves if the Board fails to act — Section 100(4)
## 1. By the Board on Its Own — Section 100(1)
- Board may call an EGM whenever it deems fit.
- Proviso: EGM must be held at a place within India, except in the case of a wholly-owned subsidiary of a company incorporated outside India.
## 2. By the Board on a Requisition — Section 100(2) & (3)
Who can requisition?
| Type of Company | Requisitionist Threshold |
|---|---|
| Company with share capital | Members holding (on date of receipt of requisition) at least 1/10th of paid-up share capital carrying right to vote |
| Company without share capital | Members having at least 1/10th of total voting power of members entitled to vote |
Requisition must:
- Set out the matters for consideration
- Be signed by requisitionists
- Be sent to the registered office
Board's timeline:
- Within 21 days of receipt of valid requisition → proceed to call meeting.
- Meeting must be held on a day not later than 45 days from date of receipt.
## 3. By the Requisitionists Themselves — Section 100(4), (5), (6)
If Board does not, within 21 days, proceed to call meeting on a day not later than 45 days:
- Requisitionists can themselves call and hold the meeting.
- Outer limit: within 3 months from the date of requisition.
- Held in the same manner as a Board-called meeting.
- Reimbursement: reasonable expenses incurred → recoverable from the company → company deducts it from remuneration (Section 197) of defaulting directors.
## Rule 17 — Procedural Details for Requisitionists' EGM
1. Notice period: At least clear 21 days prior in writing/electronic mode.
2. Contents of notice: place, date, day, hour + business to be transacted.
3. Venue rule (Explanation): Must be held at the Registered Office or in the same city/town; on any day except National Holiday.
4. Special resolutions: if a resolution is to be proposed as special resolution, notice as per Section 114(2).
5. Signing of notice: All requisitionists OR one duly authorised in writing OR by electronic request attaching scanned signed requisition.
6. No explanatory statement needed under Section 102 — but requisitionists may state reasons.
7. Service of notice: to members in Register of Members within 3 days of valid requisition deposit.
8. Right to members' list: If meeting is not convened, requisitionists are entitled to a list of members (with addresses & shareholding) — company must provide it as on the 21st day from receipt of requisition, with subsequent changes, before expiry of 45 days.
9. Mode of notice: speed post / registered post / electronic mode.
10. Accidental omission to give notice or non-receipt by any member does not invalidate proceedings.
## Timeline Visual
- Day 0: Valid requisition received
- Day 21: Board's deadline to PROCEED to call meeting
- Day 45: Latest date by which meeting must be HELD (if Board acts)
- If Board fails: requisitionists can call within 3 months from Day 0