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CA Intermediate · Corporate and Other Laws · Management & Administration

Orchid Pharma Ltd, a listed company, receives a valid demand from members to call an extraordinary general meeting under the requisition provisions. The Board does not proceed to call the meeting within the statutory period after the requisition is deposited. The requisitionists want to call it themselves. What is the correct legal position?

The requisitionists can call and hold the EGM themselves within three months of the requisition, without Tribunal permission. The company reimburses their reasonable expenses and recovers the amount from fees or remuneration payable to the defaulting directors.

  1. AThe requisitionists may call the meeting themselves within three months from the date of requisition, and the company must reimburse their reasonable expenses by recovering from fees or remuneration of defaulting directorsCorrect
  2. BThe requisitionists must first obtain Tribunal permission before calling the meeting
  3. CThe requisitionists may call the meeting only after one year from the date of the requisition
  4. DThe requisitionists cannot call the meeting and can only complain to the Registrar

Explanation

If the Board fails to call the meeting within 21 days of the requisition and hold it within 45 days, the requisitionists may call it themselves, and must do so within three months of the requisition. Reasonable expenses are reimbursed by the company, which recovers them from fees or remuneration of the defaulting directors. No Tribunal permission is required, so the second option is wrong.

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