EGM on requisition by member
It's Me
Dear Sir, Mam(s),
SURENDER HARSH
Under Section 100 of the Companies Act, 2013, and in situations where the company fails to comply with the requisition for an Extraordinary General Meeting (EGM), the requisitionists have specific rights and recourse. Here's a detailed guide on what the member can do:
1. Steps as per Section 100
Minimum Threshold for Requisition: Ensure that the requisitionists meet the criteria to call an EGM:
- Members holding at least 10% of the paid-up share capital (in the case of a company having share capital), or
- Members holding at least 10% of the voting power (in the case of a company without share capital).
Company’s Obligation:
- Upon receiving the valid requisition, the Board must proceed to call the EGM within 21 days and the meeting must be held within 45 days of the requisition date.
If the Board fails to do so, the requisitionists may step in.
2. Action by Requisitionists
If the company does not take action:
Call the EGM Directly:
- The requisitionists themselves can call the EGM.
- The meeting must be held within three months from the date of the original requisition.
Notice for EGM:
- Issue a notice for the EGM as per the provisions of Section 101 (minimum 21 clear days' notice) and send it to all members, directors, and the auditor.
- The notice can be sent through post, hand delivery, or electronically (if agreed upon by members).
Expenses:
- Requisitionists can recover the expenses incurred in calling and conducting the meeting from the company. These can be deducted from the remuneration payable to directors who were in default
- Advice
- Documentation: Maintain a record of all communications with the company, including the requisition notice and subsequent reminders.
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It's Me
But RTA is denying from providing details of shareholders without permission of the company and as said company is not corporating
So how can we send notice to shareholders
To view this discussion visit https://groups.google.com/d/msgid/csmysore/CAKAtWR-R0qqE0-ueZLKSFyjyFeujSTofjL7R8eB0s4C0FZ9tcA%40mail.gmail.com.
SURENDER HARSH
you have legal remedies and alternative steps to address the issue. Here’s what you can do:
1. Legal Right to Access Shareholders’ Details
Section 88 of the Companies Act, 2013:
- The company is required to maintain a register of members.
- Shareholders have the right to inspect the register under Section 94(2) and request copies of the register by paying the prescribed fee.
Action:
- Formally request access to the register of members by writing to the company.
- If the company refuses, proceed with legal remedies (explained below).
2. Complaint to the ROC
- File a complaint with the Registrar of Companies (ROC) against the company for not providing access to the register of members.
- The company's refusal to cooperate violates Section 94 of the Companies Act, 2013, and is punishable under Section 94(4).
3. Apply to NCLT for Direction
- File an application with the National Company Law Tribunal (NCLT) under Section 98 or Section 119:
- Section 98: To direct the company to convene an EGM or authorize the requisitionists to convene the meeting.
- Section 119: To direct the company to provide the list of shareholders or give access to the register of members.
- NCLT can pass an order to ensure the requisitionists get access to the shareholders' details or directly authorize holding the EGM.
Company/LLP Registrations | NGO Registrations (Trust, Society, Section 8 Company) | Producer Company | NIDHI Company | NBFCs |, NCLT AND NCLAT Matters, ROC, RD Compliances | XBRL Filings | Secretarial Compliance & Services | FEMA Compliances | Closure of Companies/LLP's | Appointment & Resignation of Directors & Auditors | Alterations of MOA & AOA/LLP Agreement | DSC & DIN | GST Registration & Returns | Tax Registrations & Returns | Import Export Code | FSSAI (Food License) | Trade Mark ( National & International ) | Copyright | ISO Certifications | Income Tax | TAXATION | | , Court Matters (District and Hight Court Level Matters ) Etc.
To view this discussion visit https://groups.google.com/d/msgid/csmysore/CAP8m4kgDVhTf%2BD-QLcEjuQs9pU4GhgQt6kQ611_rMa3c%3DDXbTQ%40mail.gmail.com.
SURENDER HARSH
AND CONTINUE
4. Use Public Announcements
- In cases where you cannot get access to the shareholders’ details, you can issue public notices:
- Publish the EGM notice in widely circulated newspapers (English and vernacular language).
- Include details of the meeting date, time, venue, and agenda in the notice.
- While this may not fully substitute personal notices, it shows due diligence in informing shareholders.
5. File a Writ Petition (Extreme Step)
- As a last resort, approach the High Court through a writ petition if the company or RTA continues to obstruct your statutory rights.
6.Checklist for Compliant Actions:
- Maintain records of all correspondence with the company and RTA.
- Ensure that the EGM notice is compliant with Section 101 of the Companies Act, 2013, even if served through alternative means (e.g., public announcements).
Company/LLP Registrations | NGO Registrations (Trust, Society, Section 8 Company) | Producer Company | NIDHI Company | NBFCs |, NCLT AND NCLAT Matters, ROC, RD Compliances | XBRL Filings | Secretarial Compliance & Services | FEMA Compliances | Closure of Companies/LLP's | Appointment & Resignation of Directors & Auditors | Alterations of MOA & AOA/LLP Agreement | DSC & DIN | GST Registration & Returns | Tax Registrations & Returns | Import Export Code | FSSAI (Food License) | Trade Mark ( National & International ) | Copyright | ISO Certifications | Income Tax | TAXATION | | , Court Matters (District and Hight Court Level Matters ) Etc.