Requisition for EGM by Members — Section 100 Procedure and Rights 2026

What Is a Requisition for EGM?

A requisition for an Extraordinary General Meeting is a statutory right of shareholders under Section 100(2) of the Companies Act, 2013, enabling members holding a prescribed minimum voting power to compel the Board of Directors to convene an EGM for transacting specific business. This right is a cornerstone of shareholder democracy — it ensures that the Board cannot indefinitely delay or refuse to address matters important to shareholders. If the Board fails to act on a valid requisition: the requisitioning members themselves can convene the meeting.

Who Can Requisition — Section 100(2)

Members holding not less than one-tenth (10%) of the paid-up share capital of the company carrying voting rights may requisition the Board to convene an EGM. For companies not having share capital: members holding not less than one-tenth of the total voting power may requisition. The 10% can be held by a single member or by multiple members collectively — the combined holding must reach 10%.

Requirements of a Valid Requisition

The requisition must: (a) be in writing (physical document or electronic — email from registered email addresses), (b) clearly state the matters to be considered at the EGM — the items of business must be specific, not vague, (c) be signed by all requisitioning members (or authenticated through electronic means), (d) be deposited at the registered office of the company. The requisition should specify: (i) the proposed resolutions (preferably with draft text), (ii) the explanatory statement for each resolution, (iii) the names, folio numbers, and shareholding of each requisitionist.

Board's Obligation — Section 100(3)-(4)

Step 1 — Within 21 Days: On receipt of a valid requisition, the Board must, within 21 days from the date of deposit of the requisition, proceed to call a meeting — meaning the Board must convene a Board Meeting to consider the requisition and pass a resolution to call the EGM.

Step 2 — Meeting Within 45 Days: The EGM must be held within 45 days from the date of deposit of the requisition. This means: the Board must act quickly — if the requisition is deposited on March 1: the Board must call the meeting by March 22 (21 days), and the EGM must be held by April 15 (45 days from March 1).

If the Board Fails to Act — Section 100(4)

If the Board does NOT convene the EGM within 45 days from the date of deposit of the requisition: the requisitioning members themselves may call and hold the meeting. Conditions: (a) the requisitionists (or any of them holding more than 50% of the total voting power of ALL requisitionists) may call the meeting, (b) the meeting must be called within 3 months from the date of the requisition, (c) the meeting must be held in the same manner as a Board-convened meeting — proper notice (21 clear days), explanatory statement, e-voting facility (if applicable).

Expenses — Section 100(5)

All reasonable expenses incurred by the requisitionists in convening the meeting (because the Board failed to do so) shall be reimbursed by the company. The company shall deduct the reimbursed amount from the remuneration or fees payable to the directors who were in default. This provision ensures that: (a) requisitionists are not financially penalized for exercising their statutory right, (b) defaulting directors bear the cost of their inaction.

Business at Requisition-Convened EGM

(a) The items of business are limited to matters specified in the requisition — the Board cannot add additional items without the requisitionists' consent, (b) the Board CAN include routine procedural items (appointment of Chairman for the meeting, appointment of Scrutinizer), (c) each resolution must be accompanied by an Explanatory Statement under Section 102, (d) the type of resolution (Ordinary/Special) must be correctly identified based on the legal provision requiring it.

Step-by-Step Procedure for Requisitionists

Step 1 — Verify Eligibility: Confirm that the requisitioning members collectively hold at least 10% of paid-up voting capital. Obtain shareholding statements from the depository/Registrar.

Step 2 — Draft Requisition: Prepare a written requisition specifying: (a) the company name, (b) names and shareholding of all requisitionists, (c) specific matters to be considered at the EGM, (d) proposed resolutions with draft text, (e) explanatory statement for each item.

Step 3 — Sign and Deposit: All requisitionists sign the requisition. Deposit at the registered office — by hand delivery (with acknowledgment), registered post, or email to the registered email of the company.

Step 4 — Wait 45 Days: Allow the Board 45 days to convene the EGM. Monitor whether the Board calls the meeting within this period.

Step 5 — If Board Fails: After 45 days of inaction: requisitionists holding majority (50%+) among themselves can call the EGM. Issue notice to all members (21 clear days), arrange for venue/VC, e-voting (if required), and conduct the meeting.

Step 6 — Claim Expenses: After the meeting: submit all expense claims (notice printing/postage, venue rental, e-voting platform charges, Scrutinizer fees) to the company for reimbursement under Section 100(5).

Common Reasons for Requisitioning EGM

(a) Removal of director: Section 169 — ordinary resolution with special notice. Members may want to remove a director they consider incompetent or acting against the company's interests, (b) Appointment of new directors: Members may want to bring in their nominees, (c) Investigation into company affairs: Members concerned about mismanagement, (d) Change of management/control: In hostile takeover situations — the acquirer requisitions an EGM to replace the existing Board, (e) Approval of specific transactions: RPTs, loans, or investments that the Board has not brought for shareholder approval, (f) Policy changes: CSR, dividend distribution, or business strategy changes.

Can the Board Refuse a Valid Requisition?

The Board CANNOT refuse a valid requisition — the statutory language is mandatory ("the Board shall... proceed to call a meeting"). However: the Board can reject a requisition that is: (a) not signed by members holding 10% voting power, (b) does not clearly state the matters to be considered, (c) seeks to transact business that is illegal or beyond the company's objects, (d) relates to ordinary business that can only be transacted at AGM (financial statements, dividend). If the Board wrongly rejects a valid requisition: the requisitionists can proceed under Section 100(4) to call the meeting themselves and claim expenses from the Board.

Quorum at Requisition-Convened EGM

Under Section 103(2): if quorum is not present within 30 minutes at a requisition-convened EGM: the meeting stands DISSOLVED (cancelled) — it is NOT adjourned. This is different from Board-convened meetings (which are adjourned to the next week). The dissolved meeting cannot be revived — the requisitionists must start the process afresh. Therefore: requisitionists must ensure adequate attendance — encourage members to attend in person or appoint proxies, and provide e-voting facility.