Drafting Notice of EGM — Section 100 Procedure and Format Guide 2026

Overview — Drafting the EGM Notice

The notice of an Extraordinary General Meeting (EGM) is a critical corporate communication that must comply with Section 100 and 101 of the Companies Act, 2013, Secretarial Standard SS-2, and applicable SEBI LODR Regulations (for listed companies). Unlike the AGM notice which covers both ordinary and special business, the EGM notice contains only special business — matters that require urgent shareholder approval outside the annual cycle. The drafting requires precision in: (a) identifying the correct type of resolution (ordinary or special), (b) preparing a comprehensive explanatory statement under Section 102, (c) ensuring proper notice period (21 clear days), and (d) providing e-voting instructions where applicable.

Types of EGM Convening

1. Board-Convened EGM (Section 100(1)): The Board decides on its own to call an EGM. The Board passes a resolution at a Board Meeting authorizing the convening of the EGM. The notice is issued by the Company Secretary or an authorized director. This is the most common type — the Board identifies a matter requiring shareholder approval and convenes the EGM.

2. Requisition-Convened EGM (Section 100(2)-(4)): Members holding at least 10% of paid-up voting capital requisition the Board. The Board must convene the EGM within 21 days, with the meeting to be held within 45 days. If the Board fails: requisitionists themselves can convene the meeting within 3 months.

Key Drafting Elements of EGM Notice

1. Header Information

The notice must contain: (a) company name, CIN, registered office address, email, website, telephone, (b) the heading "NOTICE OF EXTRAORDINARY GENERAL MEETING," (c) date, day, time, and venue of the meeting (or VC/OAVM details if virtual), (d) for requisition-convened EGM: a reference to the requisition ("Pursuant to the requisition dated [Date] received from members holding [X]% of paid-up voting capital").

2. Items of Business — Resolutions

Each item must be in the form of a resolution — clearly specifying whether it is an Ordinary Resolution or Special Resolution. Common EGM resolutions include:

(a) Increase in authorized share capital — Ordinary Resolution under Section 61

(b) Private placement/preferential allotment — Special Resolution under Section 42/62(1)(c)

(c) Change of company name — Special Resolution under Section 13(2)

(d) Alteration of MOA/AOA — Special Resolution under Section 13/14

(e) Shifting registered office — Special Resolution under Section 12/13

(f) Approval of RPT — Ordinary Resolution under Section 188

(g) Borrowing limits — Special Resolution under Section 180(1)(c)

(h) Appointment of directors — Ordinary/Special Resolution depending on type

Each resolution should: cite the specific section of the Act, state the operative portion clearly, include "RESOLVED THAT" and "RESOLVED FURTHER THAT" clauses, and authorize specific persons to implement the resolution.

3. Explanatory Statement — Section 102

Since ALL business at an EGM is special business: EVERY item must be accompanied by an Explanatory Statement under Section 102. The statement must disclose: (a) all material facts concerning each item, (b) nature of interest of directors, managers, KMPs, and their relatives, (c) financial impact of the resolution (if applicable), (d) for director appointments: full profile (qualifications, experience, other directorships, shareholding, terms), (e) any other information necessary for members to make an informed decision.

Penalty for non-disclosure: Section 102(5) — every promoter, director, manager, or KMP who fails to disclose material facts: fine of Rs. 50,000 or 5 times the amount of undisclosed interest, whichever is higher.

4. Notes to Members

Standard notes include: (a) proxy rights — Form MGT-11, 48-hour deposit deadline, 50-member limit, 10% cap, (b) corporate representative — Section 113 Board Resolution requirement, (c) e-voting instructions — platform, period, login process, Scrutinizer details, (d) cut-off date for determining voting entitlement, (e) document inspection — availability at registered office during business hours, (f) route map to venue (physical meetings), (g) VC/OAVM joining instructions (virtual meetings), (h) helpline number for e-voting assistance.

Notice Period and Delivery

21 clear days: Same as AGM — Section 101(1). Exclude date of sending and date of meeting. Shorter notice: Valid with consent of 95% of members entitled to vote. Delivery modes: Post (registered/speed post), courier, email to registered email address, any electronic mode. For listed companies: upload on company website and stock exchange website.

E-Voting Provisions

For companies with 1,000+ members or listed companies: e-voting facility must be provided under Section 108 and Rule 20. The EGM notice must specify: (a) name of e-voting platform (NSDL/CDSL/KFintech), (b) e-voting period (at least 3 days before the meeting date, ending one day before), (c) login instructions with screenshots, (d) Scrutinizer name and credentials, (e) cut-off date for eligibility, (f) helpline for technical support. Members who do not vote via e-voting can vote at the EGM through polling.

Post-EGM Compliance

(a) Minutes: Prepare and sign within 30 days (Section 118 + SS-2). (b) MGT-14: File within 30 days for special resolutions and specified ordinary resolutions. (c) Consequential forms: SH-7 (capital increase), INC-24 (name change), INC-23 (registered office shift), PAS-3 (allotment), etc. (d) Listed companies: File results with stock exchange within 2 working days and upload on company website. (e) Update registers: Register of Members, Register of Directors, and other applicable registers.

Common Mistakes in EGM Notice Drafting

(a) Wrong resolution type: Proposing ordinary resolution when special resolution is required (or vice versa) — the resolution is void. Always verify the section requiring the resolution. (b) Incomplete explanatory statement: Missing material facts, director interests, or financial impact — resolution may be challenged and set aside. (c) Insufficient notice period: Not counting 21 "clear" days correctly — the meeting may be declared invalid. (d) Missing e-voting details: For companies required to provide e-voting — omission is non-compliance with Section 108. (e) Vague resolutions: Resolution text that doesn't specify amounts, names, dates, or conditions — creates ambiguity and implementation problems.