Calling of EGM on requisition
Prakash Joshi
SURENDER HARSH
On Requisitionists’ Letterhead, if applicable]
Date: [Insert Date]
To,
The Board of Directors
[Name of the Company]
[Registered Office Address]
Subject: Requisition for Calling an Extraordinary General Meeting (EGM)
Dear Sir/Madam,
We, the undersigned, being members of [Name of the Company] holding not less than one-tenth of the paid-up share capital carrying voting rights/holding not less than one-tenth of the total voting power, hereby submit this requisition under Section 100 of the Companies Act, 2013, requesting the Board of Directors to convene an Extraordinary General Meeting of the Company.
The purpose of this requisition is to consider and decide on the following matter(s):
- [Specify the agenda/matter(s) to be discussed and resolved in the EGM].
- [Provide a brief explanation or rationale for each agenda item, if necessary.]
We request the Board to convene the Extraordinary General Meeting within the statutory period as prescribed under Section 100(4) of the Companies Act, 2013.
Kindly acknowledge receipt of this requisition. If the Board fails to convene the meeting within the prescribed time, we, the requisitionists, shall proceed to convene the meeting in accordance with the provisions of the Act.
The following details of the requisitionists are provided for your reference:
| Name of Requisitionist | Folio Number/DP ID-Client ID | Number of Shares Held | Signature |
|---|---|---|---|
| [Name 1] | [Folio/DP Details] | [No. of Shares] | [Signature] |
| [Name 2] | [Folio/DP Details] | [No. of Shares] | [Signature] |
| [Name 3] | [Folio/DP Details] | [No. of Shares] | [Signature] |
[Attach additional sheets if required.]
We look forward to your prompt action in this regard.
Thanking you.
Yours faithfully,
[Authorized Signatory/Authorized Requisitionists]
Enclosures:
- Copy of shareholding details.
- Draft resolutions, if any, for consideration at the EGM.
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SURENDER HARSH
es, shareholders can move a resolution for the removal of directors and the appointment of new directors to replace them, subject to the provisions of the Companies Act, 2013. Here’s how it can be done:
Key Legal Provisions:
Removal of Directors:
- Under Section 169 of the Companies Act, 2013, shareholders can remove a director by ordinary resolution, except in cases where:
- The director was appointed by the Tribunal under Section 242.
- The company has adopted proportional representation under Section 163.
- Under Section 169 of the Companies Act, 2013, shareholders can remove a director by ordinary resolution, except in cases where:
Appointment of New Directors:
- Shareholders can appoint new directors in place of the removed directors through ordinary resolution, provided it is included in the notice of the meeting.
Special Notice Requirement:
- A special notice under Section 115 is required for:
- The removal of directors.
- The appointment of a new director in place of the one being removed.
- A special notice under Section 115 is required for:
Steps for Shareholders to Proceed:
Submit a Special Notice:
- Shareholders must submit a special notice (with at least 1% of total voting power or holding shares worth ₹5 lakh or more) to the company for:
- Removal of 4 directors.
- Appointment of 4 new directors in their place.
- Shareholders must submit a special notice (with at least 1% of total voting power or holding shares worth ₹5 lakh or more) to the company for:
Board’s Role:
- Upon receipt of the special notice, the Board must include the resolution(s) in the agenda of the general meeting (EGM/AGM).
Send Notice to Members:
- The company must send the notice of the meeting, along with the proposed resolutions, to all members at least 21 clear days before the meeting.
Right of Directors to Be Heard:
- The directors facing removal have the right to be heard in the general meeting before the resolution is put to vote.
Pass Resolutions:
- The shareholders can:
- Pass ordinary resolutions for the removal of directors.
- Pass ordinary resolutions for the appointment of new directors in their place.
- The shareholders can:
Practical Considerations:
Check Articles of Association (AoA):
- Review the AoA of the company to ensure there are no restrictions or additional requirements for the removal or appointment of directors.
Independent Directors:
- If any of the directors to be removed are independent directors, their removal will require compliance with provisions governing their appointment and tenure.
Majority Support:
- Ensure that the shareholders moving the resolutions have sufficient support to pass the required resolutions.
Registrar of Companies (RoC) Compliance:
- File the necessary forms (e.g., DIR-12) with the RoC after passing the resolutions to reflect the changes in the company’s directorship.
Draft Resolution Format:
Removal of Directors (Ordinary Resolution):
"RESOLVED THAT pursuant to the provisions of Section 169 and other applicable provisions of the Companies Act, 2013, [Name of Director] be and is hereby removed from the position of Director of the Company with immediate effect."
Appointment of New Directors (Ordinary Resolution):
"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, [Name of New Director] be and is hereby appointed as a Director of the Company with immediate effect."
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.