Section 100(4) of the Indian Companies Act, 2013 (PDF) provides that if the Board does not, within twenty-one days from the date of receipt of a valid requisition in regard to any matter, proceed to call a meeting for the consideration of that matter on a day not later than forty-five days from the date of receipt of such requisition, the meeting may be called and held by the requisitonists themselves within a period of three months from the date of the requisition. The notices of meeting can be sent through electronic mode under the new company law of India and even voting can be done electronically.
Rule 20 of the Companies (Management and Administration) Rules, 2014 (PDF) deals with the issue at hand. Rule 20(1) provides that members may requisition convening of an extraordinary general meeting in accordance with sub-section (4) of section 100, by providing such requisition in writing or through electronic mode at least clear twenty-one days prior to the proposed date of such extraordinary general meeting.
Rule 20(2) provides that the notice shall specify the place, date, day and hour of the meeting and shall contain the business to be transacted at the meeting.
Explanation.- For the purposes of this sub-rule, it is here by clarified that requisitonists should convene meeting at Registered office or in the same city or town where Registered office is situated and such meeting should be convened on working day.
Rule 20(3) provides that if the resolution is to be proposed as a special resolution, the notice shall be given as required by sub-section (2) of section114.
Rule 20(4) provides that the notice shall be signed by all the requisitonists or by a requisitionist’s duly authorised in writing by all other requisitionists on their behalf or by sending an electronic request attaching therewith a scanned copy of such duly signed requisition.
Rule 20(5) provides that no explanatory statement as required under section 102 need be annexed to the notice of an extraordinary general meeting convened by the requisitionists and the requisitionists may disclose the reasons for the resolution(s) which they propose to move at the meeting.
Rule 20(6) provides that the notice of the meeting shall be given to those members whose names appear in the Register of members of the company within three days on which the
Requisitionists deposit with the Company a valid requisition for calling an extraordinary general meeting.
Rule 20(7) provides that where the meeting is not convened, the requisitionists shall have a right to receive list of members together with their registered address and number of shares held and the company concerned is bound to give a list of members together with their registered address made as on twenty first day from the date of receipt of valid requisition together with such changes, if any, before the expiry of the forty-five days from the date of receipt of a valid requisition.
Rule 20(8) provides that the notice of the meeting shall be given by speed post or registered post or through electronic mode. Any accidental omission to give notice to, or the non-receipt of such notice by, any member shall not invalidate the proceedings of the meeting.