# Extraordinary General Meeting (Sec 100)

EGM is any general meeting of members other than the AGM, typically called to transact urgent business.

## Who Can Call an EGM?

### 1. Board of Directors

The Board may call EGM whenever it deems fit.
Place: Within India (except wholly-owned subsidiary of a foreign company).
Specified IFSC Companies: Can hold EGM anywhere in or outside India with consent of all shareholders.

### 2. Board on Requisition by Members

#### Valid Requisitionists

Type of Company	Threshold
With share capital	Members holding ≥ 1/10th of PUSC with voting rights
Without share capital	Members holding ≥ 1/10th of total voting power

#### Requirements of Valid Requisition

States matters for consideration
Signed by requisitionists
Sent to the registered office

#### Board's Obligation

Call meeting within 21 days of receipt of valid requisition.
Hold meeting within 45 days of receipt.

### 3. Requisitionists Themselves

If Board fails to call within 21 days:

Requisitionists may call meeting within 3 months of the date of requisition.
Must call/hold in same manner as Board.
Reasonable expenses are reimbursed by company, deducted from remuneration of defaulting directors under Sec 197.

## Rule 17: EGM by Requisitionists - Specific Provisions

### Notice

Requisition: In writing or electronic form, at least 21 days before proposed meeting.
Notice specifies: place, date, day, hour, business.

### Location

At registered office, OR
Same city/town as registered office.
Cannot be on a National Holiday.

### Special Resolution

If proposed, notice must comply with Sec 114(2) (disclosure of special resolution).

### Signing of Notice

All requisitionists, OR
One authorised requisitionist with written authorization from others, OR
Electronic request with scanned signatures.

### Explanatory Statement

No explanatory statement under Sec 102 is required. Requisitionists may provide reasons for resolutions.

### Recipients of Notice

Sent to all members in Register of Members within 3 days of submission of valid requisition.

### Method of Notice

Speed post, registered post, or electronic mode. Non-receipt or accidental omission does not invalidate the meeting.

### List of Members

If meeting is not convened, requisitionists are entitled to:

List of members + addresses + shares held
Updated as on 21st day from receipt of requisition
Provided before 45th day from receipt of requisition

## Key Timelines Summary

Event	Time
Board to call meeting after valid requisition	Within 21 days
Board to hold meeting after valid requisition	Within 45 days
Requisitionists' window to call meeting (if Board fails)	Within 3 months
Notice by requisitionists	At least 21 days before meeting
Notice to all members after valid requisition	Within 3 days

Worked example

### Example 1

Example 1: Shareholders holding 8% of PUSC submit a requisition for an EGM. Must the Board call it?

Answer: No. Sec 100(2) requires at least 1/10th (10%) of PUSC carrying voting rights. With only 8%, the requisition is invalid; the Board has no obligation.

### Example 2

Example 2: Members holding 15% of PUSC submitted a valid requisition on 1st July 2024. The Board did not call the meeting. By when can requisitionists themselves call the meeting?

Answer: Since Board did not call within 21 days (by 22nd July), requisitionists may now call and hold the meeting within 3 months from the requisition date, i.e., by 30th September 2024. (Sec 100(4))

### Example 3

Example 3: At a requisitioned meeting, can resolutions be passed without an explanatory statement under Sec 102?

Answer: Yes. Under Rule 17, requisitionists are not required to provide an explanatory statement under Sec 102. They may voluntarily state reasons for the resolutions.

⚠️ Common exam mistakes

Confusing the 21-day period (Board to call) with the 45-day period (Board to hold) — both run from receipt of requisition.
Believing requisitionists must provide an explanatory statement under Sec 102 — they need not.
Assuming requisitionists can hold the meeting anywhere — Rule 17 restricts location to the registered office or same city/town.
Forgetting that EGM cannot be held on a National Holiday (though it can be held on Sundays).
Believing the 10% threshold is of total members — it is 10% of PUSC carrying voting rights (or 10% of voting power for companies without share capital).

Bare-Act text Section 100 read with Rule 17 of Companies (Management & Administration) Rules, 2014 · Companies Act, 2013 · click to expand

Sec 100(1): The Board may, whenever it deems fit, call an extraordinary general meeting of the company. Sec 100(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.

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Extraordinary General Meeting (EGM) - Section 100 & Rule 17

Worked example

⚠️ Common exam mistakes