Guide to Extraordinary General Meeting

INTRODUCTION

Extra-Ordinary General Meeting means a duly convened, held and conducted Meeting of Members. Annual General Meeting shall be conducted once in a year and there is a gap of around a year or 18 months between two annual general meetings. Therefore, if an important business arises in between two annual general meetings that require shareholders' approval, then an extraordinary general meeting can be called.

MATTERS THAT ARE DEALT WITH IN AN EGM

• It has been provided in the Companies Act, 2013 that any business that is considered in the extraordinary general meeting shall be considered as special business.
• There are different roles attached to EGM. EGM is used to remind the board about such relevant problems. It also grants the company the responsibility to provide shareholders with further detail on the matters to be transacted in an explanatory statement.
• The explanatory statement has an announcement attached to it that contains relevant information, such as the existence of the concern or interest, which may be financial or otherwise.
• It also provides details and facts that will help the participants understand the importance and consequences of the organization and the scope of business transactions and make decisions.

MANDATORY REQUIREMENTS

1. No gifts, gifts coupons, or cash in lieu of gifts shall be distributed to members at or in connection with the General Meeting.
2. Every Company which has listed its equity shares on a recognized stock exchange and every company having not less than 1,000 members shall provide to its members facility to exercise their right to vote on resolutions proposed to be considered at a general meeting by electronic means.
3. Quorum should be present throughout the Meeting. No business should be transacted when the Quorum is not so present. [Clause 3.1 of Secretarial Standard on General Meetings]
4. Presence of Chairperson must be required.
5. Maintain the Minutes Book for Signing the minutes.
6. To arrange for the printing of a notice of the Extra-Ordinary general meeting, ensure the notice containing the following contents
   1. Time, date and place of the meeting
   2. Matters to be transacted in the meeting
   3. Procedure of e-voting, if any
   4. Proxy form
   5. Explanatory statement
   6. Route Map

WHAT IS THE PROCEDURE FOR HOLDING AN EXTRAORDINARY GENERAL MEETING?

1. Appointment of Scrutinizer

• Every company which has listed its equity shares on a recognized stock exchange and every company having not less than one thousand members shall provide to its members facility to exercise their right to vote on resolutions proposed to be considered at a general meeting by electronic means and for providing e-voting facility at the meeting, they shall appoint a Scrutinizer who can scrutinize the voting and remote e-voting process in a fair and transparent manner.
• Company shall obtain prior consent of Company Secretary in practice, Chartered Accountant in practice, Cost Accountant in practice or an Advocate, or any other person who is not in the employment of the Company to act as a Scrutinizer.

2. Conduct a Board Meeting [Section 173 and Secretarial Standard on Board Meeting (SS-1)]

1. Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
2. Attach Agenda, Notes to Agenda and Draft Resolution with the Notice. Notice shall include the terms and conditions for such appointment and remuneration payable to the MD or WTD.
3. Hold a meeting of Board of Directors and pass Board Resolution
   • to fix day, date, time and venue for holding General Meeting of the Company
   • to approve the draft notice of General Meeting along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013
   • to authorize the Director or Company Secretary to sign and issue notice of the General Meeting and to do such acts, deeds and things as may be necessary to give effect to the Board's decision
   • to appoint scrutinizer for e-voting
   • to appoint an agency for remote e-voting
   • to decide the cut-off date for the purpose of reckoning the names of members who are entitled to voting rights
4. Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. [Refer the Procedure for Preparation and Signing of Minutes of Board Meeting]

3. Notice of General Meeting [Section 101, Rule 18 of the Companies (Management and Administration) Rules, 2014 and SS-2]

• A General Meeting of a Company may be called by giving not less than clear 21 days' notice either in writing or through electronic mode.
• Notice shall be sent by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means. But where e-voting facility is being provided, notice cannot be sent through Ordinary Post.
• Notice in writing of every Meeting shall be given to every Member of the company. Such Notice shall also be given to the Directors and Auditors of the company, to the Secretarial Auditor, to Debenture Trustees, if any, and, wherever applicable or so required, to other specified persons.
• A statement setting out the special business to be transacted at a general meeting shall be annexed to the notice.
• Listed Companies shall submit a copy of the notice to the stock exchange(s) within 24 hours from the issuance of notice and post the same on the website of the Company within 2 working days. [Regulation 30 and 46(3) of the SEBI (LODR) Regulations, 2015]
• Where a record date has been fixed by the listed entity, then it shall give notice in advance of atleast 7 working days (excluding the date of intimation and date of meeting) to Stock Exchange of record date. [Regulation 42 of SEBI (LODR) Regulations, 2015]

4. Advertisement of Notice in Newspaper

• Company shall publish the Notice in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district, at least 21 days before the Meeting.
• Listed Companies shall submit the copy of the advertisement to the Stock Exchange within 24 hours from the publication and post the same on the website within 2 working days. [Regulation 30 and 46(3) of SEBI (LODR) Regulations, 2015]

5. Remote e-voting

• The facility for remote e-voting shall remain open for not less than three days and shall close at 5.00 p.m. on the date Preceding the date of the General Meeting.
• During the period when facility for remote e-voting is provided, the members of the company, holding shares either in physical form or in dematerialized form, as on the cut-off date, may opt for remote e-voting.

6. Maintaining of Proxy Register

All Proxies received by the company shall be recorded chronologically in a register kept for that purpose. In case any Proxy entered in the register is rejected, the reasons therefor shall be entered in the remarks column.

7. Documents at the Venue

Company shall make sure that following documents are available at the venue of General Meeting

• Copy of notice of the meeting
• Ballot Form
• Register of Members
• Proxy Registers

8. Convene a General Meeting

1. Check the presence of Quorum for convening the meeting. Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business.
2. The Chairman of the Board shall take the Chair and conduct the Meeting. If the Chairman is not present within fifteen minutes after the time appointed for holding the Meeting, or if he is unwilling to act as Chairman of the Meeting, or if no Director has been so designated, the Directors present at the Meeting shall elect one of themselves to be the Chairman of the Meeting. If no Director is present within fifteen Minutes after the time appointed for holding the Meeting, or if no Director is willing to take the Chair, the Members present shall elect, on a show of hands, one of themselves to be the Chairman of the Meeting, unless otherwise provided in the Articles.
3. Directors who attend General Meetings of the company and the Company Secretary shall be seated with the Chairman.
4. The Chairman shall then conduct the Meeting in a fair and impartial manner and ensure that only such business as has been set out in the Notice is transacted. The Chairman shall regulate the manner in which voting is conducted at the Meeting keeping in view the provisions of the Act.
5. The Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting with the assistance of scrutinizer and provide a fair opportunity to Members who are entitled to vote to seek clarifications and/or offer comments related to any item of business and address the same, as warranted.
6. Company shall provide the e-voting facility to their Members to exercise their Voting Rights if the company having its equity shares listed on a recognized stock exchange other than companies whose equity shares are listed on SME Exchange or on the Institutional Trading Platform and other companies as prescribed.
7. Check that vote of thanks is given to the Chair at the conclusion of the General Meeting .

9. Submit Disclosure of the Proceedings of the Meeting [Regulation 30 and 46(3) of SEBI (LODR) Regulation, 2015]

Listed Company shall submit a disclosure of proceeding of the general meeting to the stock exchange within 24 hours from the conclusion of the meeting and shall post the same on the website of the Company within 2 working days.

10. Announcement of Result of e-voting [Section 108, Rule 20 of the Companies (Management and Administration) Rules, 2014]

• The Scrutinizer shall submit a report on total number of votes casted in favour or against the resolution and submit the same to the Chairman of the meeting or any person authorized by him, who shall declare the result.
• And this result shall be displayed for atleast 3 days on the notice board of the Company at its Registered Office, Corporate Office and Head Office and shall be posted on the website of the Company. The register and all other papers relating to voting by electronic means shall remain in the safe custody of the scrutinizer until the Chairman considers, approves and signs the minutes and thereafter, the scrutinizer shall hand over the register and other related papers to the company.
• Listed Company shall submit details regarding the voting results to the Stock Exchanges within 48 hours of conclusion of its general meeting in the format specified by SEBI and forthwith post the same on the website of the Company. [Regulations 44 of the SEBI (LODR) Regulations, 2015]

11. Preparation and Signing of Minutes [Section 118 and SS-2]

[Refer the Procedure for Preparation, Signing and Compilation of Minutes of General Meeting].

WHO CAN ORGANIZE/CALL EGM?

The following members of the company may call for EGM.

1) The Board ‐ The Board may convene an extraordinary general meeting on its motion.

2) The Director ‐ A director may call an EGM, and if they are called at a time and not in India, then the director capable of acting and appropriate numbers must be called for the quorum.

3) The Board of appealing an EGM in response to the request submitted by its members under Section 100 of Companies Act 2013 - The Board shall have a period of 21 days to appeal for an EGM upon receipt of a valid request. The EGM must then be held 45 days from the date of the appeal of the EGM.

4) The requisitionists themselves may appeal - In the event that the Board does not demand for an EGM, the requisitionists may themselves call for an EGM within three months after the date of the deposit of the request. If the EGM takes place during this defined span of 3 months, it can be postponed three months to any future day.

5) Tribunal ‐ The Tribunal or the NCLT may call an EGM.

WHO ARE THE REQUISITIONISTS?

• A company's members/shareholders may convene an extraordinary general meeting.
• However, only those representatives with a significant stake in the organization may call for an EGM.

They are listed in the Companies Act, 2013, as follows.

• If a corporation holds a share capital, representatives who do not hold less than one-tenth of the paid-up capital of the company and holding voting rights in this matter on the date of receipt of the request;
• In the case of a corporation that does not have a share capital, members hold at least one-tenth of the total voting power in this respect as at the date on which the application is deposited.

ESSENTIALS OF A VALID REQUISITION

The essential elements of a legitimate request are listed below:

• The reason or issue to be mentioned for which the meeting is held
• Signatures of all the requisitionists.
• The same must be deposited at the registered office of a business.

REQUIREMENTS FOR HOLDING AN EGM

• Members must be given a notice period of 21 days.
• There is an exception to this rule, however. Where 95% of the voting members agree, the EGM can be held at a shorter notice.

QUORUM REQUIRED FOR EGM

• Unless otherwise specified in the company's Articles, the following number of members is required for a quorum.
• For a public enterprise: five persons present; and
• For any other company: two members present personally.

DISCLAIMER- This write-up is based on the understanding and interpretation of the author and the same is not intended to be professional advice.