Autumn and Spring Ltd. is a public limited company engaged in the business of manufacturing traditional designer garments for men and women for…

(i) As per the provision of section 100 (2) of the Companies Act, 2013, in the case of a company having a share capital, the Board shall, at the requisition made by such 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, call an Extra Ordinary General Meeting (EGM) of the company within the specified period. As per the provision of section 100 (4) , 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 requisitionists themselves within a period of three months from the date of the requisition. The requisition for calling of EGM was placed by members holding share capital worth - 36.52 crore, which is more than 1/10th of paid-up share capital of Autumn and Spring Limited, i.e. [(1/10th of 200.56 crore)] = 20.056 crore. Therefore, the required number of members have validly presented the requisition for calling of EGM on 1.7.2024. The Board of Directors must start the process of calling the EGM within 21 days from 1.7.2024 i.e. by 22.7.2024. Since, the directors did not pay heed to call the EGM by 24.7.2024, the requisitionists were correct in calling the EGM on their own. (ii) Rule 17 of the Companies (Management and Administration) Rules, 2014 deals with the provisions relating to Calling of Extraordinary general meeting by requistionists. As per sub rule (4) of the above Rule, the notice (if given by requisitionists) shall be signed by all the requistionists or by a requistionist duly authorised in writing by all other requistionists on their behalf or by sending an electronic request attaching therewith a scanned copy of such duly signed requisition. As per sub rule (5) of the above Rule, no explanatory statement as required under section 102 need be annexed to the notice of an extraordinary general meeting convened by the requistionists and the requistionists may disclose the reasons for the resolution(s) which they propose to move at the meeting. As per sub rule (6) of the above Rule, 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 requistionists deposit with the company a valid requisition for calling an extraordinary general meeting. Hence, signing on the notice by only one requisitionist (duly authorised by all requisitionists via email) and non- attachment of the explanatory statement will not have any effect on the validity of the above notice. Also, since Sohan Lal became a member of the company on 10.7.2024 and the requisition was presented to the Board on 1.7.2024, the contention of Sohan Lal raising the issue of legality of the meeting on the ground that the notice was not mailed to him, is not correct.