Scope of s.100 of companies act, 2013

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Mohit Mittal (Querist)

03 July 2015 Whether a requisition can be taken up for stopping the promoters from interfering in the day to day activities of the companies.

Ankur Garg

Ankur Garg (Expert)

03 July 2015 Section 100 gives a right to directors and shareholders to call EGM for specified matters.

So members can call EGM in case board fails to do so on their request.

Passing of resolution in EGM is a different matter.

Thanks

Mohit Mittal

Mohit Mittal (Querist)

04 July 2015 Respected Sir,
Thank you for considering my query. But I need to ask whether the shareholders can ask for restricting the role of director in the day to day functioning of the company.

and

another aspects is
if the someone has challenged the allocation of shares and thereafter, asks that shareholders only to sign the requisition only. whether valid if the one party has challenged

Aashok Kumar Sharma online

Aashok Kumar Sharma

(Expert)

23 July 2025 Here’s a detailed explanation regarding **Section 100 of the Companies Act, 2013** and your queries:

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### 1. **Scope of Section 100 — Calling Extra-ordinary General Meeting (EGM) on Requisition**

* **Who can requisition?**
Shareholders holding at least **10% of the total voting power** (or such percentage as may be prescribed) can requisition the Board of Directors to call an EGM.

* **Purpose:**
The requisition must specify the **objects of the meeting** (i.e., the matters to be discussed/resolved).

* **If Board Fails:**
If the Board does not call the EGM within 21 days of receiving requisition, the requisitionists themselves can call the meeting within 3 months from the date of requisition.

* **Important:**
The requisition is for calling an EGM to discuss/shareholders’ resolutions. It does **not** itself effect changes—resolutions passed at the EGM do.

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### 2. **Can Shareholders Restrict Directors from Day-to-Day Management by Requisition?**

* **Generally, No:**
Day-to-day management of the company is the **Board’s duty and responsibility** as per the Companies Act and Articles of Association. Shareholders cannot directly control daily operations via requisition.

* **Possible Through Resolutions:**
However, shareholders can pass **resolutions in EGM/AGM** to impose certain restrictions or give specific directions to the Board, provided these do not contravene the Articles or law.

* **Limits:**
Shareholders cannot micromanage daily operations but can influence major policy or managerial decisions through resolutions.

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### 3. **Regarding Shareholders Challenging Share Allocation and Signing Requisition**

* If a shareholder **challenges the validity of share allocation** and at the same time requests other shareholders to sign a requisition, the following points matter:

* **Validity of Requisition:**
The requisition must be validly made in terms of **Section 100**—i.e., by members holding requisite voting power and specifying meeting objects properly.

* **Challenge to Shareholding:**
If shareholding itself is under dispute, the right to requisition might be questioned.

* **Legal Recourse:**
Such disputes are usually subject to **court or tribunal adjudication** to determine who is a valid shareholder and entitled to requisition rights.

* **Interim Position:**
Unless restrained by court order, shareholders can proceed with requisition. But legal challenge may create complications.

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### Summary

| Query | Explanation |
| ----------------------------------------------- | ------------------------------------------------ |
| Can shareholders call EGM by requisition? | Yes, if holding required voting power (Sec 100). |
| Can requisition restrict directors' daily work? | No direct restriction; only through resolutions. |
| Shareholding challenge affect requisition? | May affect; requires legal determination. |

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If you want, I can also help draft a requisition notice or explain the process of passing such shareholder resolutions to address concerns related to promoter interference.

Would you like that?

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