Chapter VII - Management and Administration
Section 100
Section 100: calling an extraordinary general meeting
The Board may call an extraordinary general meeting at any time and must call one on a valid requisition by members holding the threshold in section 100.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(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 sub-section (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.
Introduction
Section 100 gives members holding at least one-tenth of the paid-up voting capital, or one-tenth of the voting power, a right to require an EGM. If the Board does not act within the statutory time, the requisitionists may call the meeting themselves.
Since 9 February 2018, an EGM must be held in India unless the company is a wholly owned subsidiary of a company incorporated outside India.
Key takeaways
Requisition threshold
Members holding at least one-tenth of the paid-up share capital carrying voting rights, or, where there is no share capital, one-tenth of total voting power.
Board timeline
Within twenty-one days of a valid requisition, the Board must proceed to call a meeting for a day no later than forty-five days after receipt.
Requisitionists’ meeting
If the Board fails, the requisitionists may call and hold the meeting within three months of the requisition. The company reimburses their reasonable expenses.
Board-called EGMs
Under sub-section (1), the Board may call an EGM whenever it deems fit. Since 9 February 2018, the proviso requires the EGM to be held at a place within India, except for a wholly owned subsidiary of a company incorporated outside India.
- India Code — consolidated Companies Act, 2013, section 100
- eGazette — Companies (Amendment) Act, 2017 (1 of 2018)
- eGazette — S.O. 630(E), 9 February 2018 (commencement of Act 1 of 2018)
- eGazette — S.O. 2754(E), 12 September 2013 (commencement)
- eGazette — S.O. 902(E), 26 March 2014 (commencement from 1 April 2014)
- eGazette — Companies (Management and Administration) Rules, 2014, G.S.R. 260(E)
Check the requisition
A company with share capital needs members holding, on the date the requisition is received, at least one-tenth of the paid-up share capital that carries voting rights. A company without share capital needs members with at least one-tenth of the total voting power.
The requisition must set out the matters for consideration, be signed by the requisitionists and be sent to the registered office.
Timeline and fallback
Within twenty-one days of receiving a valid requisition, the Board must proceed to call a meeting for a day no later than forty-five days after receipt. If it does not, the requisitionists may call and hold the meeting within three months of the requisition, in the same manner as the Board would.
The company reimburses the requisitionists’ reasonable expenses. It deducts the amount from any fee or remuneration under section 197 payable to the directors who defaulted in calling the meeting. Rule 17 of the Companies (Management and Administration) Rules, 2014 deals with meetings called by requisitionists.
Practical preparation
Date-stamp the requisition. Verify holdings or voting power as on the receipt date. Check that the matters are stated and the requisition is signed. Diarise day 21 and day 45. Choose a venue in India unless the wholly owned foreign subsidiary exception applies.
Section 122(1) states that section 98 and sections 100 to 111 do not apply to a One Person Company.
Practical checklist
Do
- Verify the requisitionists’ holdings as on the date the requisition is received.
- Record the date the Board calls the meeting and the meeting date.
Avoid
- Do not hold an EGM outside India unless the company is a wholly owned subsidiary of a foreign company.
- Do not ignore a valid requisition; the requisitionists can call the meeting themselves.
Illustrative example
Hypothetical: minority requisition
Members holding twelve per cent of the paid-up voting capital send a signed requisition to the registered office.
Validate
The company confirms the threshold as on the receipt date and checks that the matters are stated.
Board action
Within twenty-one days, the Board proceeds to call the EGM for a date within forty-five days of receipt.
Fallback
If the Board does not act, the requisitionists may call the meeting within three months.
Outcome
- The members’ requisition right operates within the section 100 timetable.
Glossary
- Requisition
- A signed demand by qualifying members, sent to the registered office, requiring an EGM on stated matters.
- Requisitionists
- The members who sign and send the requisition.
Frequently asked questions
What happens if the Board ignores a valid requisition?
The requisitionists may call and hold the meeting within three months of the requisition. The company reimburses their reasonable expenses and recovers the amount from the defaulting directors’ fees or remuneration under section 197.
Can an EGM be held outside India?
Only by a wholly owned subsidiary of a company incorporated outside India. Every other company must hold its EGM in India.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026