When shareholders holding at least one-tenth of the paid-up share capital (carrying voting rights) submit a valid requisition, the Board of Directors is legally bound to act on it and convene an Extraordinary General Meeting (EGM). If the Board fails to do so, Section 100(4) empowers the requisitionists to call the meeting themselves.
Let’s examine a practical case study involving Board inaction due to internal disagreement between two directors, and the requisitionists lawfully stepping in to call the EGM. This example also aligns with Rule 17 of the Companies (Management and Administration) Rules, 2024.
⚖️ Case Background: Deadlock at Board Level
In this scenario, the company has two directors:
Due to this deadlock, the Board fails to act within the statutory period of 21 days, leading to the requisitionists lawfully convening the EGM themselves.
| Date (Tentative) | Event | Action | |
| 1. | 14-07-2025 | Requisition by Members | Formal requisition sent via email to the company and both directors. |
| 2. | 15-07-2025 | Internal Board Communication | One director (supportive) emails the other requesting a Board Meeting to consider the requisition. |
| 3. | 23-07-2025 | No Response from Other Director | The supportive director informs the requisitionists that no action has been taken due to non-cooperation by the other director. |
| 4. | 05-08-2025 | Requisitionists Seek Register of Members | Request made to the company for list of members. |
| 5. | 05 or 06-08-2025 | Company Shares Member List | The supportive director shares the register of members with addresses and shareholding details. |
| 6. | 06-08-2025 | EGM Notice Issued | Requisitionists issue formal notice of EGM to all members. Necessary director forms (DIR-2, DIR-8) prepared dated 05-08-2025. |
| 7. | 29-08-2025 | EGM Held | The requisitionists hold the EGM. Filing of DIR-12 made for changes in the Board. |
