Who can call extraordinary meetings ?

Extraordinary general meetings may be called:

1. By the directors :

The directors, may, whenever they think fit, convene an extraordinary general meeting by passing a resolution to that effect in the Board’s meeting.

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2. By the directors on requisition (Sec. 169) :

The directors must convene an extraordinary general meeting on the requisition (written demand) of members holding not less than one tenth of the total voting rights on the matter of requisition. The requisition must state the objects of the meeting. It must be signed by the requisitionists and deposited at the registered office of the company. The directors should within 21 days from the date of the deposit of a valid requisition, move to calf a meeting and should give 21 days notice to members for calling such a meeting and the meeting should actually be held within 45 days from the date of the requisition.

3. By the requisitionists themselves (Sec. 169) :


If the directors fail to call the meeting within aforementioned time limits, the requisi­tionists or such of the requisitionists as represent not less than one tenth of the total voting rights of all the members, may themselves convene a meeting within three months of depositing the requisition. Such a meeting should be called in the same manner, as nearly as possible, as that in which meetings are called by the Board. Any reasonable expenses incurred by the requisitionists must be repaid to them by the company, and any sum so paid shall be retained by the company out of any sums due or likely to become due to the directors in default.

4. By the Company Law Board (Sec. 186) :

If for any reason it is impracticable to call or conduct an extraordinary general meeting, the Company Law Board may, either of its own motion or on the application of any director or any member who would be entitled to vote, order a meeting to be called, held and conducted in such manner as the Company Law Board thinks fit and may give such directions as it thinks expedient, including a direction that one member present in person or by proxy shall be deemed to constitute a meeting. It may be recalled that Company Law Board has no power to order for calling an annual general meeting and in that case Central Govern­ment is to be approached under Section 167.

It may be noted that unlike an annual general meeting an extra­ordinary general meeting can be convened on a public holiday and at a place other than the registered office of the company or the city in which’ the registered office is situated.

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