Specimen Notice by Requisitionists Convening EGM — Format and Procedure 2026

When Requisitionists Convene the EGM

Under Section 100(4) of the Companies Act, 2013: if the Board of Directors fails to convene the EGM within 45 days from the date of deposit of a valid requisition under Section 100(2), the requisitioning members themselves may call and hold the meeting. This is a powerful statutory right — it ensures that the Board cannot indefinitely block shareholders from exercising their voting rights on important matters. The requisitionists must hold the meeting within 3 months from the date of the requisition and in the same manner as a Board-convened meeting — with proper notice, explanatory statement, and e-voting facility.

Specimen Notice by Requisitionists

[Illustrative format]

[Company Name]
CIN: [Number] | Registered Office: [Address]

NOTICE OF EXTRAORDINARY GENERAL MEETING
(Convened by Requisitionists under Section 100(4) of the Companies Act, 2013)

Dear Members,

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Members of [Company Name] will be held on [Day], [Date], 20XX at [Time] at [Venue] / through Video Conferencing, to transact the following special business:

Background: The undersigned requisitionists, being members holding [X]% ([Number] shares) of the paid-up share capital carrying voting rights of the Company, had deposited a requisition dated [Date] at the Registered Office of the Company under Section 100(2), requesting the Board to convene an EGM to transact the business set out below. The Board failed to convene the meeting within 45 days from the date of deposit of the requisition. Accordingly, the requisitionists are convening this EGM under Section 100(4) of the Companies Act, 2013.

Item No. 1 — [Subject of Resolution]

To consider and, if thought fit, to pass the following resolution as a [Special/Ordinary] Resolution:

"RESOLVED THAT [full text of resolution with section references and operative provisions]."

Explanatory Statement under Section 102: [All material facts, director interest, financial impact, rationale]

Notes to Members

1. A Member entitled to attend and vote may appoint a Proxy. The Proxy form must reach the Registered Office at least 48 hours before the meeting.

2. E-Voting facility is provided through [Platform Name]. Voting period: [Start Date/Time] to [End Date/Time]. Scrutinizer: Mr./Ms. [Name], [FCS/ACS No.]

3. The Register of Members as on the Cut-off Date [Date] will be considered for determining voting entitlement.

4. All documents referred to in this Notice are available for inspection at the Registered Office.

For and on behalf of the Requisitionists

[Name] — Requisitionist (holding [Number] shares)
[Name] — Requisitionist (holding [Number] shares)
Date: [Date] | Place: [City]

Key Differences from Board-Convened EGM Notice

(a) Issued by requisitionists — not by the Board/CS: The notice is signed by the requisitionists (or their authorized representative), not by the Company Secretary or a director. (b) Background paragraph: The notice must explain WHY the requisitionists are convening — the Board's failure to act within 45 days. (c) Limited agenda: Only the matters specified in the requisition can be transacted — no additional items. (d) Expense recovery: The notice may state that reasonable expenses will be claimed from the company under Section 100(5). (e) Same formalities: Despite being called by members, the meeting must follow ALL formalities — 21 clear days' notice, proxy rights, e-voting (if applicable), quorum, and proper recording of minutes.

Expense Reimbursement — Section 100(5)

All reasonable expenses incurred by the requisitionists in convening the meeting are reimbursed by the company. The company deducts these amounts from the remuneration/fees of the directors who were in default. Claimable expenses: (a) printing and dispatch of notices, (b) venue rental (if physical meeting), (c) VC platform charges, (d) e-voting platform fees, (e) Scrutinizer fees, (f) legal/professional advisory fees, (g) newspaper publication costs (if required). The requisitionists should maintain detailed records with receipts for all expenses and submit claims after the meeting.

Quorum — Critical Issue

Under Section 103(2)(a): if quorum is NOT present within 30 minutes at a requisition-convened EGM, the meeting stands DISSOLVED (cancelled) — NOT adjourned. This is a critical risk for requisitionists. To mitigate: (a) confirm attendance in advance — contact supporting members, (b) encourage proxy appointments (though proxies don't count for quorum), (c) provide VC facility for convenient remote attendance, (d) ensure e-voting is available (so members who can't attend can still vote — though their e-votes are counted only if quorum is present at the meeting). If the meeting is dissolved: the requisitionists must start the entire process again — new requisition, new 45-day period, new notice.

Post-Meeting Compliance

After the requisition-convened EGM: (a) Minutes: The Chairman of the meeting prepares minutes — signed within 30 days. The requisitionists typically appoint one of themselves as Chairman. (b) MGT-14: File with ROC within 30 days for special resolutions. (c) Consequential forms: File applicable forms (SH-7, INC-24, DIR-12, PAS-3, etc.). (d) Expense claim: Submit expenses to the company with receipts. (e) Listed companies: File results with stock exchange within 2 working days. The Company Secretary of the company must cooperate with the requisitionists for filing — even though the Board did not convene the meeting, the company's compliance machinery must support the post-meeting filings.