Note: The following sections are notified:
Section 100- General Provision for holding EGM – no change
Section 102- Statement to annexed to notice – change w.r.t Companies Act, 1956
Section 103- Quorum for meetings – change w.r.t Companies Act, 1956
Section 104- appointment of chairman- no change
Section 105 – Appointment of proxies change w.r.t Companies Act, 1956 but changes not notified
Section 107- Voting by show of Hands-no change
Section 108- Demand for Poll- no change
General provision: An Extra Ordinary General Meeting can be conducted in the following three ways: (No change with respect to the old companies act)
Meeting by Board: Section 100(1)[1]: The Board may, whenever it deems fit, call an extraordinary general meeting of the company.
Meeting by Board on requisition: Section 100(2)[2] : The board can also call an EGM at the requisition of members.
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;
(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 subsection
Meeting by requisitonits: Section 100(3)[3]: 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 requisitonists themselves within a period of three months from the date of the requisition.
The following are the steps for holding an EGM under the Companies Act, 2013 by the board:
Step 1: Convene Board Meeting after giving notice to all the directors to discuss besides others the following matters.
· To propose resolutions to be passed at the Extraordinary General Meeting of shareholders
· To fix the date, time and place for convening the Extraordinary General Meeting of shareholders.
Step 2: Section 101[4], Notice: Issue and dispatch notices in writing or through electronic mode giving atleast 21 clear days in such a manner as may be prescribed. Chapter VII, Rule 7.16 lays down in details the procedure to be followed while sending a notice through electronic means. The notice shall specify the place, date, day and hour of the meeting and shall contain a statement of business to be transacted at such meeting[5]. The notice of meeting shall be given to:
- (a) every member of the company, legal representative of any deceased member
- or the assignee of an insolvent member;
- (b) the auditor or auditors of the company; and
- (c) every director of the company
Step 3: Section 101(1) Provio[6]: The meeting can be held at a shorter notice if the consent is given in writing or electronically by not less than 95 percent of members entitled to vote at such meeting.
New: Step 4: Attach statement to the notice[7]: According to Section 102[8]: the statement annexed to the notice shall contain
(a) the nature of concern or interest, financial or otherwise, if any, in respect of each items of—
(i) every director and the manager, if any;
(ii) every other key managerial personnel; and
(iii) relatives of the persons mentioned in sub-clauses (i) and (ii);
(b) any other information and facts that may enable members to understand the meaning, scope and implications of the items of business and to take decision thereon
Step 5:Quorum: section 103[9]: Ensure that the quorum required for private companies that is 2 members is present. If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company—
(a) the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine; or
(b) the meeting, if called by requisitionists under section 100, shall stand cancelled:
New: Provided that in case of an adjourned meeting or of a change of day, time or place of meeting under clause (a), the company shall give not less than three days notice to the members either individually or by publishing an advertisement in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated.
Step 6:Chairman: Section 104[10]: The members personally present at the meeting shall elect one of themselves to be chairman on show of hands. If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of this Act and the Chairman elected on a 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
Step 7:Appointment of Proxies: Section 105[11]: Provision exactly same as old act except the following:
New :Section 105 (1)Proviso 3[12]: Provided also that the Central Government may prescribe a class or classes of companies whose members shall not be entitled to appoint another person as a proxy:
Section 105 (1) Proviso 4[13]: Provided also that a person appointed as proxy shall act on behalf of such member or number of members not exceeding fifty and such number of shares as may be prescribed
Step 8:Voting: Section 107[14]states that voting can be done by show of hands unless a poll is demanded.
Demand for Poll: Section 108[15]states that before or on declaration of result of voting on any resolution by show of hands a poll may be ordered by the chairman on an demand made by:
(a) in the case a company having a share capital, by the members present in person or by proxy, where allowed, and having not less than one-tenth of the total voting power or holding shares on which an aggregate sum of not less than five lakh rupees or such higher amount as may be prescribed has been paid-up; and
(b) in the case of any other company, by any member or members present in person or by proxy, where allowed, and having not less than one-tenth of the total voting power.
New: Section108[16]: Voting can also be done through electronic means for the class or classes of companies so prescribed by the central government. Chapter VII Rule 7.18 states that the following companies can conduct voting through electronic means:
a) Every listed company
b) a company having five hundreds or more shareholders may provide to its members facility to exercise their right to vote at general meetings by electronic means.
The procedure for electronic voting and requirements are further stated in proviso to Rule 7.18 , Chapter VII Draft Rules
Step 9: After the voting is done and resolutions are passed ensure that the minutesof the meeting are prepared and signed within 30 days of the conclusion of the meeting. (Section 118[17])
Step 10:Section 117[18]: File the appropriate form with ROC within 30 days of passing of the resolution.
[1] In force
[2] In force
[3] In force
[4] Not in force
[5] Section 101(2), not in force
[6] Not in force
[7] Section 102, in force
[8] In force
[9] In force
[10] In force
[11] In force
[12] Not in force
[13] Not in force
[14] In force
[15] Not in force
[16] Not in force
[17] Not in force
[18] Not in force