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of <h1>Board's duty to convene an extraordinary general meeting on 10% member requisition, with members allowed to call it if delayed.</h1> The Board is empowered to call an extraordinary general meeting (EGM) whenever it considers appropriate, subject to the requirement that an EGM (other than of a wholly owned subsidiary of a company incorporated outside India) must be held at a place within India, thereby restricting the permissible venue. The Board is mandatorily required to call an EGM upon a valid requisition by members holding at least one-tenth of the paid-up voting share capital, or at least one-tenth of total voting power where there is no share capital, ensuring minority members meeting the threshold can compel an EGM. The requisition must specify the matters for consideration, be signed, and be sent to the registered office. If the Board fails to act within prescribed timelines, requisitionists may convene the EGM within three months, with reasonable expenses reimbursable by the company and recoverable from defaulting directors' remuneration.
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