All general meetings other than the statutory meeting and the annual general meetings are known as extraordinary general meetings (Sec. 169).
Extraordinary general meeting may be called under the following circumstances:
(1) By the Board:
When the directors have to transact some immediate and emergent business for which they cannot wait till the next annual general meeting, i.e. the board of directors of a company may call this meeting whenever it thinks the need of it.
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(2) By the Board on the Requisition:
ADVERTISEMENTS:
The board of directors may also call an extraordinary general meeting on the requisition of given number of members. The given number of members is-
(a) In the case of a company having share capital, member or members holding not less than 1/10 of the paid up share capital of the company carrying voting rights regarding the matter of requisition.
(b) In the case of a company not having share capital, member or members holding at least 1/10 of the total voting power of all the members at the date of deposit of the requisition regarding that matter.
ADVERTISEMENTS:
Matters, for the consideration of which the meeting is called shall be stated in the requisition and those matters alone shall be considered at the meeting. Requisition must be duly signed by the requisitionists and deposited at the registered office of the company.
Board of Directors must proceed to call a meeting for the consideration of the matters notified by the requisitionists within 21 days of the deposit of requisition at the registered office of the company. In all cases the meeting must be held by the directors on a day not later than 45 days from the date of the deposit of the requisition.
(3) By the Requisitionists:
On default of the directors to call the meeting within 45 days of deposit of the requisition, the meeting may be called by the requisitionists themselves within 3 months of the date of deposit of the requisition.
Requisitionists shall not be allowed to hold the meeting after the expiry of three months from the date of deposit of the requisition except a meeting which was duly convened within three months of the requisition but was adjourned to some other day which falls after the expiry of the said three months.
ADVERTISEMENTS:
Requisitionists shall call the meeting in the same manner as nearly as possible in which meetings are called by the Board of Directors.
Notice of such meeting shall be given in the same manner as for the regular meetings. If the registered office is not made available to them, they may hold the meeting anywhere else.
Requisitionists shall be entitled to claim all the expenses of calling a meeting from the company. The company shall be entitled to indemnify itself and to deduct any sums so paid to the requisitionists to meet out the expenses of calling a meeting out of the fees or remuneration of those directors who were in default.
Resolution, properly passed at a meeting called by requisitionists, shall be binding upon the company.
(4) By the Company Law Board (Tribunal w.e.f. date to be notified):
The Company Law Board (the Tribunal) may also under certain circumstances call, hold and conduct the meeting of a company (Sec. 186)-
(a) When it is impracticable to call a meeting of the company in a manner in which meetings of the company may be called, or
(b) When it is not possible to hold or conduct the meeting of the company in the manner prescribed by the Act or the Articles of Association of the company.
Company Law Board may also give such directions as it thinks expedient modifying or supplementing the operation of the provisions of the Act or the Articles of Association in relation to the calling, holding or conducting of the meeting and may direct the company that even one member of the company present in person or by proxy shall be deemed to constitute a meeting.
Company Law Board (the Tribunal) may order for the calling, holding and conducting of such a meeting either (a) of its own motion, or (b) on the application of any director of the company, or (c) of any member of the company who would be entitled to vote at the meeting.