Some members of a company with share capital intend to request the Board of Directors to convene an Extraordinary General Meeting (EGM) to transact the business of buying back shares. If the Board fails to convene the EG

(a) Calling and holding of an extra-ordinary general meeting (EGM) by the Board on requisition of members [Section 100(2) of the Companies Act, 2013] The Board shall call an extraordinary general meeting on receipt of the requisition from the number of members who hold, on the date of the receipt of the requisition, not less than one tenth of such of the paid-up share capital of the company as on that date carries the right of voting. Matters set out for consideration in requisition: The requisition made as above, shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company. [Section 100(3) of the Companies Act 2013] Time period for calling the meeting: The Board is required to proceed to call a meeting within 21 days from the date of receipt of a valid requisition, which should be held within 45 days of such deposit of the requisition with the company. (b) Timeline for convening the EGM by the requisitionists [Section 100 (4) of the Companies Act 2013] (1) If the Board does not within 21 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 45 days from the date of receipt of such requisition, the meeting may be called and held by the requisitonists themselves. However, in such case, the meeting should be held within a period of 3 months from the date of the requisition. (c) Feasibility of such a meeting for the proposed business: Section 100(4) provides that such requisition shall not pertain to any item of business that is required to be transacted mandatorily through postal ballot. As per Rule 22 of the Companies (Management and Administration) Rules, 2014 that the items of business of buy-back of shares by the company shall be transacted through postal ballot. Hence, convening an EGM on requisition by the members for buy-back of shares shall not be feasible. (d) Consequence, if quorum is not present at such a meeting: In case, the quorum is not present within half-an-hour from the time appointed for holding a meeting called by requisitionists, the meeting shall stand cancelled. [Section 103(2) (b) of the Companies Act, 2013)] It may be noted that convening an EGM on requisition by the members for buy-back of shares shall be feasible, if e-voting is mandatory for the company as per Section 108 and Section 110(1).