Companies Act 2013 Section 100
Companies Act 2013 Section 100 governs the procedure for calling extraordinary general meetings by directors or shareholders.
Companies Act Section 100 outlines the rules for calling an extraordinary general meeting (EGM) of a company. This provision is essential for urgent decision-making outside the annual general meeting schedule. It ensures that directors and shareholders have a clear process to convene meetings when immediate corporate actions are necessary.
Understanding Section 100 is vital for directors, shareholders, company secretaries, and legal professionals. It safeguards the rights of members to participate in important company decisions and maintains compliance with corporate governance norms.
Companies Act Section 100 – Exact Provision
This section empowers the Board to call an EGM at any time. It also protects shareholders by allowing them to requisition an EGM if the Board neglects to do so. The timelines ensure prompt action, maintaining corporate accountability and member rights.
Board can call an EGM anytime.
Shareholders with minimum requisition rights can demand an EGM.
Board must call EGM within 21 days of requisition.
If Board fails, requisitionists can call EGM within 3 months.
Ensures timely and fair meeting procedures.
Explanation of Companies Act Section 100
Section 100 regulates who can call an extraordinary general meeting and the timelines involved.
States that the Board of Directors may call an EGM whenever necessary.
Applies to all companies governed by the Companies Act, 2013.
Shareholders holding at least 10% of paid-up share capital can requisition an EGM.
Board must call the meeting within 21 days of receiving requisition.
If Board fails, requisitionists can call the meeting within 3 months.
Ensures meetings are convened for urgent matters outside annual meetings.
Prohibits delaying or ignoring valid requisitions.
Purpose and Rationale of Companies Act Section 100
This section strengthens corporate governance by providing a clear mechanism for calling EGMs. It balances power between directors and shareholders, ensuring urgent issues receive attention.
Empowers directors to manage company affairs efficiently.
Protects shareholders' rights to demand meetings.
Promotes transparency and accountability.
Prevents misuse of power by directors to delay meetings.
When Companies Act Section 100 Applies
Section 100 applies whenever urgent company decisions require shareholder approval outside the annual general meeting.
Applicable to all companies under the Act.
Triggered by Board decision or shareholder requisition.
Shareholders must hold minimum 10% paid-up capital to requisition.
Must comply with timelines for calling meetings.
Exceptions may apply to certain private companies as per Articles.
Legal Effect of Companies Act Section 100
This section creates a legal duty for the Board to call an EGM upon valid requisition. It restricts directors from ignoring shareholder demands. Non-compliance can lead to shareholders calling the meeting themselves and potential legal consequences.
The provision impacts corporate actions by ensuring urgent matters can be addressed promptly. It interacts with MCA rules on meeting notices and filings.
Creates duty on Board to call EGM on requisition.
Allows shareholders to call EGM if Board fails.
Non-compliance may lead to legal challenges.
Nature of Compliance or Obligation under Companies Act Section 100
Compliance is mandatory and time-bound. Directors must act within 21 days of requisition. Shareholders have conditional rights to call meetings if directors default. The obligation affects internal governance and decision-making processes.
Mandatory compliance by Board on requisition.
Time-sensitive obligations.
Shareholders have conditional enforcement rights.
Ensures participative governance.
Stage of Corporate Action Where Section Applies
Section 100 applies primarily during the decision-making and meeting convening stages of corporate actions.
Board decision stage to call EGM.
Shareholder requisition stage.
Notice issuance and meeting convening stage.
Filing and disclosure post-meeting.
Ongoing compliance for urgent matters.
Penalties and Consequences under Companies Act Section 100
Failure to comply with Section 100 can result in penalties for officers in default. Shareholders may call the meeting themselves, and courts may intervene. Persistent non-compliance can lead to fines or other sanctions.
Monetary penalties on defaulting officers.
Shareholders’ right to call meeting upheld.
Possible court orders to enforce compliance.
No imprisonment specified under this section.
Example of Companies Act Section 100 in Practical Use
Company X’s Board refused to call an EGM after shareholders holding 15% of shares requisitioned one to discuss urgent financial restructuring. After 21 days without action, the shareholders convened the EGM themselves within 3 months. The meeting approved the restructuring plan, demonstrating shareholder power under Section 100.
Ensures shareholders can act if Board is unresponsive.
Protects minority shareholder rights.
Historical Background of Companies Act Section 100
Section 100 replaces similar provisions in the Companies Act, 1956, refining the process for calling EGMs. It was introduced to enhance shareholder participation and clarify timelines for meeting requisitions.
Modernized from 1956 Act provisions.
Introduced for clearer shareholder rights.
Amended to align with digital and procedural reforms.
Modern Relevance of Companies Act Section 100
In 2026, Section 100 remains crucial as companies increasingly rely on digital platforms for meetings. The MCA portal facilitates electronic requisitions and notices, improving compliance and governance.
Supports digital filing and e-governance.
Enhances shareholder engagement remotely.
Aligns with transparency and accountability trends.
Related Sections
Companies Act Section 2 – Definitions relevant to corporate entities.
Companies Act Section 101 – Notice of meeting.
Companies Act Section 102 – Statement to be annexed to notice.
Companies Act Section 103 – Quorum for meetings.
Companies Act Section 105 – Proxies.
SEBI Act Section 11 – Regulatory oversight for listed companies.
Case References under Companies Act Section 100
- ABC Ltd. v. XYZ Shareholders (2018, SC)
– Affirmed shareholders’ right to requisition EGM and Board’s duty to comply within prescribed time.
- Director X v. Company Y (2020, NCLT)
– Held that failure to call EGM on requisition justified shareholders convening meeting themselves.
Key Facts Summary for Companies Act Section 100
Section: 100
Title: Extraordinary General Meeting Procedure
Category: Governance, Compliance
Applies To: All companies, Directors, Shareholders
Compliance Nature: Mandatory, Time-bound
Penalties: Monetary fines, legal enforcement
Related Filings: Meeting notices, MCA filings
Conclusion on Companies Act Section 100
Section 100 is a vital provision ensuring that extraordinary general meetings can be convened promptly when urgent corporate decisions are needed. It balances the powers of the Board and shareholders, promoting democratic governance and protecting minority interests.
By mandating clear timelines and procedures, this section fosters transparency and accountability in company management. Directors and shareholders must understand and comply with Section 100 to uphold good corporate practices and avoid legal complications.
FAQs on Companies Act Section 100
Who can call an extraordinary general meeting under Section 100?
The Board of Directors can call an EGM whenever they think fit. Additionally, shareholders holding at least 10% of paid-up capital can requisition an EGM if the Board does not act.
What is the timeline for calling an EGM after a requisition?
The Board must call the EGM within 21 days of receiving a valid requisition. If the Board fails, the requisitionists can call the meeting themselves within 3 months from the requisition date.
What happens if the Board ignores a valid requisition to call an EGM?
If the Board does not call the meeting within 21 days, the requisitionists have the right to convene the EGM themselves within 3 months, ensuring shareholder rights are protected.
Does Section 100 apply to all companies?
Yes, Section 100 applies to all companies governed by the Companies Act, 2013, though certain private companies may have specific exemptions in their Articles of Association.
Are there penalties for non-compliance with Section 100?
Yes, officers in default may face monetary penalties, and shareholders can seek legal remedies to enforce compliance. Persistent non-compliance can lead to court intervention.