EXTRAORDINARY GENeRAL MEETINGS

EXTRAORDINARY GENERAL MEETING :- Regulation 42 of table F provides “all general meeting other than annual general meetings shall be called extraordinary general meeting’. In other words a statutory meeting and annual general meeting of a company are called ordinary meeting. All general meeting other than these are called extraordinary general meeting.

NEEDS FOR EGM An EGM may be held for the purpose of dealing with any extra ordinary matter which can’t be postponed till the nest annual general meeting such as: Change in M.O.A Change in A.O.A Reduction or reorganisation of share capital Issue of debentures Removal of director Removal of auditor

WHO CAN CONVENE EG WHO CAN CONVENE EGM THE BOARD OF DIRECTORS BY THE NATIONAL COMPANY LAW TRIBUNAL BY REQUISITIONISTS THEMSELVES ON ITS OWN ON THE REQUISTION OF SHAREHOLDERS

EGM CONVENED BY THE BOARD OF DIRCTORS ON ITS OWN Regulation 43(i) of table F provides that “board may, whenever it thinks fit, call an EGM “. Where the directors think fit to convene a meeting , they do so by resolution passed at a duly convened and constituted meeting of the board. The company secretary has no authority to convene an extraordinary general meeting.

NOTICE OF EGM: Notice of every EGM together with the explanatory statement must be given to the members at least 21 clear days before the meeting. A shorter notice may however, be held valid if consent us accorded thereto by members of the company holding 95% or more of the voting rights (Section 101).

BY THE DIRECTORS ON REQUISITION OF SHAREHOLDERS (SEC 100):- 1) The requisition is signed by the requisite number of members under section 100. 2)The requisition shall state the matters for the consideration of which meeting is to be called (SECTION 100(3)). 3)The requisition shall be deposited at the registered office of the company (SECTION 100(3)) .

(B)EGM CONVINED BY THE REQUISITIONISTS:- If the board does not within 21 days from the date of the deposit of a valid requisition proceed duly to call a meeting on a day not latter than 45 days from the date of the deposit of the requisition the meeting may be called : by the requisitions themselves as follows: 1) ELIGIBLE MEMBERS 2)TIME PERIOD FOR HOLDING EGM

3)MANNER OF CALLING EGM. 4)NO OTHER BUSINESS CAN BE TRANSACTED EXCEPT FOR WHICH IT IS ESPECIALLY CONVENED. 5)EXPENSES TO BE REIMBURSED. 6)NO ACTION AGAINST DEFAULTING DIRECTORS.

(C)POWERS OF TRIBUNAL TO CALL EGM IMPRACTICABLE TO CALL AN EGM: If for any reason it is impracticable to call or hold or conduct an EGM, the tribunal may order an EGM to be called , held and conducted in such manner as it thinks fit. POWERS OF TRIBUNAL: Tribunal may give directions in respect of place , date and the manner in which the meeting be held and conducted.

Tribunal may also give such ancillary or consequential direction as it thinks fit. WHEN TRIBUNAL TO EXERCISE POWER a) On the application of a member: b)On the application of a director or c) Suo motu(on its own motion)

DRAFTING OF NOTICE OF EGM While drafting the notice of the EGM , the following guidelines may be noted: 1) Though there is not a statutory restriction , EGM are usually called on a date which is not public holiday during usual business hours. 2) All business at EGM are special it is not necessary to say so in the notice of the meeting. 3)All business must be given in the form of resolution indicating whether they are ordinary or special.

Notice must be issued by proper authority. A note covering the right of a member to appoint a proxy must be given in the notice. In terms of section 102 of the act an explanatory statement must always be annexed to the notice covering an EGM.

DUTIES OF CS REGARDING EGM DUTIES BEFORE THE MEETING DUTIES AFTER THE MEETING DUTIES AT THE MEETING

DUTIES BEFORE THE MEETING 1)DUTY TO CONVENE A BOARD MEETING 2)DUTY TO ADVISE BOARD IN CASE OF URGENCY 4)TO CALL MEETING WITHIN 45 DAYS FROM THE DATE OF REQUISITION 3)DUTY TO VERIFY THE VALIDITY OF REQUISTION 6)DUTY TO FILE NOTICE TO STOCK EXCHANGE 5)DUTY TO PRINT NOTICE DUTY TO MAKE SITTING ARARNGEMENTS

DUTIES AT THE MEETING 1)DUTY TO REACH AT THE PLACE OF THE MEETING EARLIER THAN ALL 2)COLLECTION OF ADMISSION SLIPS 3)TO ASSIST THE CHAIRMAN IN ASCERTAINING THE QUORUM AT THE MEETING 4)TO ASSIST THE CHAIRMAN IN ANSWERING THE QUERRIES 5)TO ENSURE THAT THE PROXIES WILL NOT BE ALLOWED TO SPEAK AT THE MEETING

TO ASSIST THE CHAIRMAN IN CONDUCTING THE POOL TO ASSIST THE SCRUTINEERS TO MAKE A NOTE OF DISCUSSION AT THE MEETING

AFTER THE MEETING 1)DUTY TO CoNVEY THANKS MESSAGE 2)DUTY TO PREPARE MINUTES OF PROCEEDINGS 3)DUTY TO FILE THE MINUTES TO THE STOCK EXCHANGES 4)DUTY TO FILE SPECIAL RESOLUTION TO THE REGISTRAR 5)DUTY TO TAKE ACTION