When Is This Resolution Required?
When the Board of Directors receives a valid requisition from members holding at least 10% of paid-up voting capital under Section 100(2) of the Companies Act, 2013, the Board must convene a Board Meeting within 21 days and pass a resolution to convene the EGM. The EGM must be held within 45 days from the date of deposit of the requisition. This Board Resolution authorizes: (a) the convening of the EGM, (b) fixing the date, time, and venue, (c) approving the draft notice, (d) appointing a Scrutinizer for e-voting, and (e) authorizing the Company Secretary to issue notices and make arrangements.
Specimen Board Resolution — Complete Format
[Illustrative format — to be adapted to specific circumstances]
EXTRACT OF MINUTES of the [Nth] Meeting of the Board of Directors of [Company Name], held on [Day], [Date], 20XX at [Time] at [Venue].
Present: [List of directors present]
In Attendance: [CS, CFO]
Item No. [X] — Convening of Extraordinary General Meeting on Requisition
The Company Secretary placed before the Board the requisition dated [Date] received from the following members under Section 100(2) of the Companies Act, 2013:
| Name | Folio/DP-Client ID | Shares | % of Voting Power |
|---|---|---|---|
| [Member 1] | [Number] | [Number] | [%] |
| [Member 2] | [Number] | [Number] | [%] |
| Total | [Number] | [X]% |
The Company Secretary confirmed that: (a) the requisitionists hold [X]% of the paid-up share capital carrying voting rights, which exceeds the 10% threshold under Section 100(2), (b) the requisition is in writing, duly signed, and deposited at the registered office on [Date], (c) the requisition clearly states the matters to be considered at the EGM, (d) the requisition is valid in all respects.
After deliberation, the Board passed the following resolution:
RESOLVED THAT pursuant to Section 100(3) of the Companies Act, 2013, the Board hereby approves the convening of an Extraordinary General Meeting of the Members of the Company on [Day], [Date], 20XX at [Time] at [Venue Address] / through Video Conferencing (VC/OAVM), to transact the business specified in the requisition dated [Date].
RESOLVED FURTHER THAT the draft Notice of the EGM, including the Explanatory Statement under Section 102, as placed before the Board, be and is hereby approved, and the Company Secretary be authorized to issue and dispatch the Notice to all Members, Directors, and Auditors of the Company in accordance with Section 101 and Secretarial Standard SS-2.
RESOLVED FURTHER THAT Mr./Ms. [Name], Practicing Company Secretary (FCS/ACS No. [Number]), be and is hereby appointed as the Scrutinizer for conducting the e-voting process in a fair and transparent manner.
RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to: (a) engage [NSDL/CDSL/KFintech] as the e-voting platform provider, (b) fix the cut-off date for determining voting entitlement, (c) arrange for the venue/VC platform, (d) publish the notice in newspapers (for listed companies/companies with 1,000+ members), (e) intimate the stock exchange (for listed companies), (f) do all acts, deeds, and things as may be necessary to give effect to these resolutions.
Passed unanimously.
Key Points for Drafting
(a) Verify the requisition: Before the Board Meeting, the CS must verify: (i) the requisitionists hold 10%+ voting power (check Register of Members/depository records), (ii) the requisition is properly signed and deposited at the registered office, (iii) the matters specified are within the company's competence and are lawful. (b) 21-Day Deadline: The Board must convene the Board Meeting to consider the requisition within 21 days — do not delay. (c) 45-Day Deadline: The EGM must be held within 45 days from the date of deposit of the requisition — the Board must fix a date that meets this timeline. (d) Business restricted: The EGM agenda is limited to the matters in the requisition — the Board cannot add items without the requisitionists' consent. (e) Notice to requisitionists: Send a copy of the Board Resolution and EGM notice to the requisitionists — confirming that the Board is acting on their requisition.
If Board Declines to Convene
The Board CANNOT decline a valid requisition — the statutory language ("the Board shall... proceed to call a meeting") is mandatory. However, if the Board considers the requisition to be invalid (insufficient voting power, vague matters, unlawful business): (a) the Board should record reasons for rejection in the minutes, (b) communicate the rejection to the requisitionists with specific reasons, (c) the requisitionists may then challenge the rejection or proceed to convene the meeting themselves under Section 100(4). If the Board wrongly rejects a valid requisition: the requisitionists can call the meeting themselves and the company must reimburse their expenses (Section 100(5)) — with the cost deducted from the defaulting directors' remuneration.
Filing Requirements
The Board Resolution itself does not require ROC filing (it is not a resolution specified under Section 117(3)). However: (a) the resolutions passed at the EGM will require filing — MGT-14 for special resolutions within 30 days, (b) any consequential forms (SH-7, INC-24, DIR-12, PAS-3) as applicable, (c) for listed companies: intimate the stock exchange about the Board's decision to convene the EGM and the EGM date.
Disclaimer: This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy based on the latest laws and amendments, readers should consult a qualified professional before acting on any information provided. For expert assistance, contact us.