Amended and updated notes on section 100 of Companies Act 2013. Detail discussion on provisions and rules related to calling of extraordinary general meeting.
Chapter VII (Sections 88–122) of the Companies Act, 2013 (CA 2013) deals with the provisions related to management and administration. Section 100 of CA 2013 provides for calling of extraordinary general meeting.
Recently, we have discussed in detail section 99 (Punishment for default in complying with provisions of sections 96 to 98) of CA 2013. Today, we learn the provisions of section 100 of Companies Act 2013 read with the Companies (Management and Administration) Rules, 2014.
Section 100 of the Companies Act, 2013 has been notified by the Ministry of Corporate Affairs (MCA) vide Notification No. S.O. 2754(E) issued dated 12.09.2013. This notification shall come into force from 12th September, 2013 i.e. the commencement date of section 100 is 12-09-2013.
| Name of Act | The Companies Act 2013 |
|---|---|
| Enacted by | Parliament of India |
| Administered by | Ministry of Corporate Affairs (MCA) |
| Number of Chapters | 29 |
| Number of Sections | 484 (470-43+57) |
| Number of Schedules | 7 |
| You are reading: | |
| Chapter No. | VII |
| Chapter Name | Management and Administration |
| Section No. | 100 |
| Section Name | Calling of extraordinary general meeting |
| Monthly Updated Edition | Company Law PDF |
Section 100 of Companies Act 2013: Calling of extraordinary general meeting
Section 100 shall come into force on 12th September, 2013 vide Notification No. S.O. 2754(E) dated 12.09.2013 except sub-section (6) which shall come into force on 1st April, 2014 vide Notification No. S.O. 902(E) issued dated 27.03.2014.
(1) The Board may, whenever it deems fit, call an extraordinary general meeting of the company.
Provided that an extraordinary general meeting of the company, other than of the wholly owned subsidiary of a company incorporated outside India, shall be held at a place within India.
(2) The Board shall, at the requisition made by, —
- (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 (4).
(3) The requisition made under sub-section (2) shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company.
(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.
(5) A meeting under sub-section (4) by the requisitionists shall be called and held in the same manner in which the meeting is called and held by the Board.
(6) Any reasonable expenses incurred by the requisitionists in calling a meeting under sub-section (4) 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.
Exception/ Modification/ Adaptation:
1) In sub-section (1) of section 100, the following proviso shall be inserted, namely: –
“Provided that in case of a Specified IFSC public company, the Board may subject to the consent of all the shareholders, convene its extraordinary general meeting at any place within or outside India.”. –Notification No. G.S.R. 08(E) dated 4th January, 2017.
2) In sub-section (1) of section 100, the following proviso shall be inserted, namely: –
“Provided that in case of a Specified IFSC private company, the Board may subject to the consent of all the shareholders, convene its extraordinary general meeting at any place within or outside India.”. –Notification No. G.S.R. 09(E) dated 4th January, 2017.