Keep the threshold and the three clocks separate
Under Companies Act, 2013 section 100, a valid member requisition obliges the Board to act within 21 days to call an EGM for a date no later than 45 days from receipt. On the statutory default, requisitionists may call and hold it themselves within three months from the requisition date. These are different controls, not three alternative meeting dates. This article focuses on requisition eligibility, the deadline file and expense reconciliation, using the provision checked on 24 October 2026.
Determine the correct one-tenth denominator
Section 100(2) in ICSI’s Companies Act e-book tests members’ holdings on receipt of the requisition. For a company with share capital, use paid-up capital carrying voting rights. Without share capital, use the total voting power of members then entitled to vote. Counting shareholders or comparing against authorised capital can give a different and incorrect result. Identify the actual rights attached to the shares; do not assume a class is excluded merely from its label.
Retain a dated register/depository reconciliation, the relevant class rights and the signed holdings schedule. Where voting rights depend on the matter or other facts, have the denominator resolved before treating the request as valid. An arithmetical 10% calculation cannot cure defective ownership evidence. Conversely, an inconvenient proposal is not a reason to substitute a higher numerical threshold.
Create an incoming-requisition record
Section 100(3) requires the matters to be set out, signatures and delivery to the registered office. Keep the complete requisition and its enclosures with receipt evidence. Record the requisition date and receipt date separately: the legislation uses different expressions for the Board clocks and the requisitionists’ outside period. The worked deadline examples deliberately use the same date for both to avoid masking that distinction.
Review the proposed business and the actual resolution route. A requisition does not decide the majority needed to pass the business or override transaction-specific approvals, special-notice requirements, injunctions or another applicable restriction. Record the company secretary’s procedural assessment, assign an owner for defects and communicate the factual position promptly. Do not reset a running deadline merely by opening a second internal ticket.
Board action must lead to a timely meeting
A Board calendar entry alone is insufficient evidence of an effective call. Keep the resolution, approved notice, dispatch/service record and meeting date together. Test that the call occurs within the first statutory window and that the proposed meeting satisfies the second. Work backwards from the meeting date for the separately applicable notice and delivery requirements; the 21-day Board clock is not itself the members’ notice period.
If the Board defaults, the fallback remains a properly convened company meeting. ICSI’s October 2017 Guidance Note on General Meetings, explaining Rule 17 discusses the requisitionists’ access to member information and prescribed notice methods. Its historical guidance should be read with current rules and applicable SS-2. Obtain the member list, verify addresses, retain dispatch evidence and check venue, calendar, quorum, voting and minutes requirements before proceeding. Meeting the three-month outer limit alone does not validate a defective meeting.
Treat the expense claim as a supported reimbursement
Section 100(6) addresses reasonable requisitionist expenses of calling the fallback meeting: the company reimburses, then recovers the amount through the specified remuneration deduction from defaulting directors. It does not make every expenditure on a shareholder dispute reimbursable. Preserve invoices, purpose, payment proof and the assessment of reasonableness. Identify which directors were in default rather than allocating the cost automatically to every director or shareholder.
The governance file should end with a bridge from requisition to action, meeting evidence, results and reimbursement. Maintain a version history of notices and resolutions so that the operative document is clear. This focused process review does not replace the full general-meeting compliance file, listed-company requirements or analysis of category-specific exemptions. For a disputed request or threatened litigation, obtain advice early enough to preserve the statutory timetable.
Worked illustrations
These illustrations use fictional facts and expressly stated assumptions. Amounts are Indian rupees unless a different currency or unit is specified. They are independent examples, not findings about any actual client.
Illustrative example 1: A small shortfall matters
Voting paid-up capital is ₹1,00,00,000. One-tenth is ₹10,00,000. Requisitionists holding ₹9,90,000 are short by ₹10,000. If an additional eligible member holding ₹10,000 validly joins the requisition, the combined ₹10,00,000 reaches the threshold. All other validity conditions remain assumed.
Illustrative example 2: Exclude capital only after verifying its rights
Total paid-up capital is ₹1,00,00,000, but ₹20,00,000 is established on the relevant facts not to carry the voting right being tested. The denominator is ₹80,00,000 and one-tenth ₹8,00,000. A ₹8,20,000 eligible holding is 10.25% of that denominator. Do not use the ₹10,00,000 threshold mechanically.
Illustrative example 3: Whole voting units in a company without share capital
Assume total eligible voting power is 1,001 equal, indivisible units. One-tenth is 100.1 units. A group with 100 units is below the threshold; 101 units satisfies it. Rounding down to 100 would change a legal eligibility test.
Illustrative example 4: Track both Board windows
A valid requisition is dated and received on 1 October 2026. On the stated working convention excluding the starting day, day 21 is 22 October and day 45 is 15 November 2026. These are statutory-clock calculations only: plan earlier and separately validate service, notice, calendar and other meeting requirements.
Illustrative example 5: A timely call can propose a late meeting
On those same facts, a call on 21 October is 20 elapsed days after receipt. But a proposed 20 November meeting is 50 elapsed days after receipt, beyond the 45-day meeting window. Passing the first check does not cure the second failure.
Illustrative example 6: Three months is not a fixed 90 days
For the same 1 October 2026 requisition, the same-date three-calendar-month point is 1 January 2027, 92 elapsed days later. A proposed 15 January meeting is another 14 days beyond that point. This arithmetic is not permission to wait until the boundary: complete the fallback meeting within the applicable legal period after checking all convening requirements.
Illustrative example 7: Support reasonable costs and identify the recovery route
The verified reasonable calling costs are venue ₹20,000, postage ₹8,000 and printing ₹7,000: ₹35,000 total. A further ₹15,000 entertainment claim has not been justified as reasonable and is excluded from this worked reimbursement. The company’s supported reimbursement is ₹35,000, followed by the statutory recovery analysis for defaulting directors; it is not automatically split by shareholding.
Ten-step verification table
| Step | Verification | Evidence to retain |
|---|---|---|
| 1 | Identify company category and applicable exemptions | Constitution, status and current legal applicability note. |
| 2 | Verify the voting denominator on receipt | Register reconciliation and class-rights analysis. |
| 3 | Verify eligible requisitionists’ aggregate holdings | Signed member-by-member calculation. |
| 4 | Check matters, signatures and registered-office delivery | Complete requisition and receipt acknowledgement. |
| 5 | Record requisition and receipt dates separately | Incoming document register and calendar worksheet. |
| 6 | Diary the Board’s call and meeting windows | 21/45-day controls with responsible officers. |
| 7 | Prepare a valid meeting process | Current notice, service, venue and voting review. |
| 8 | Plan the fallback promptly if statutory default occurs | Default evidence, member-list request and three-month diary. |
| 9 | Retain conduct and result evidence | Attendance, voting records, minutes and applicable filings. |
| 10 | Review and reconcile reasonable calling expenses | Invoices, approvals, reimbursement and director-recovery analysis. |
Sixteen practitioner FAQs
1. Is the threshold 10% of authorised capital?
No. Establish the relevant paid-up voting capital or eligible voting power under the statutory branch that applies.
2. Can one member requisition a meeting?
The number of members is not the central calculation; a single eligible member may meet the required holding threshold.
3. Which date fixes the holdings calculation?
Use the receipt-date position and preserve the evidence used for that calculation.
4. Can all preference capital be excluded automatically?
No. Examine the rights and relevant facts before determining the voting denominator.
5. Is a covering email enough to prove every condition?
Retain the signed requisition, matters proposed and actual registered-office delivery evidence, not only the covering message.
6. Are the requisition date and receipt date interchangeable?
Do not assume so. Record both because the statute uses different starting expressions.
7. Does the Board have 45 days to decide whether to call?
The Board-action and meeting-date windows are separate; diarise both from the valid receipt.
8. Is a Board meeting scheduled within 21 days sufficient?
Confirm the actual effective call and its evidence rather than relying on an internal scheduling entry.
9. Can the EGM be outside the 45-day window after an early call?
An early call does not by itself satisfy the separate meeting-date condition.
10. Does a fallback meeting avoid notice rules?
No. Apply the current convening requirements and preserve service evidence.
11. Should the three-month period be programmed as 90 days?
No. Use calendar-month logic and review boundary dates with the applicable legal counting rules.
12. Does the requisition guarantee the resolution will pass?
No. Requisition eligibility and the voting majority for the proposed business are separate questions.
13. What if member addresses are needed for the fallback?
Make a documented request for the statutory member information and manage it securely for the meeting purpose.
14. Are all dispute costs reimbursable?
Assess whether the cost is a reasonable expense of calling the relevant fallback meeting and keep supporting evidence.
15. Must every director bear an equal amount?
Identify the defaulting directors and apply the statutory recovery route; an equal split is not an automatic rule.
16. What is the most useful final control?
A single indexed file linking dates, eligible holdings, operative notices, meeting results and supported expenses makes later review possible.
Conclusion
Confirm the denominator, preserve valid receipt and run separate call, meeting and fallback controls. A good date worksheet supports, but never replaces, a properly convened meeting.