EGM explained: this guide covers what EGM means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
What Is an EGM and When Is It Called?
An Extraordinary General Meeting (EGM) is any general meeting of shareholders OTHER than the Annual General Meeting (AGM). While AGM is a routine annual meeting with fixed agenda items (accounts, dividend, auditor, directors), an EGM is called whenever urgent or important business needs shareholder approval BEFORE the next AGM. Under Section 100 of the Companies Act, 2013, EGM can be called by the Board on its own or on requisition by shareholders.
Common reasons for calling EGM: approval of preferential allotment to new investor (time-sensitive fundraising), change of company name, alteration of MOA/AOA, approval of related party transaction exceeding threshold, removal of a director, appointment of auditor to fill casual vacancy caused by resignation, conversion from private to public or vice versa, approval of merger/amalgamation scheme, increasing borrowing powers beyond paid-up capital, and any other matter requiring shareholder approval that cannot wait until the next AGM.
Who Can Call an EGM?
1. Board of Directors — Section 100(1)
The Board can call an EGM at any time by passing a Board Resolution. Most EGMs are convened by the Board when they need shareholder approval for a specific transaction. The Board decides: date, time, venue (or VC/OAVM), and agenda.
2. Requisition by Shareholders — Section 100(2)
Shareholders holding at least 10% of paid-up share capital with voting rights (or 10% of total voting power for companies without share capital) can requisition the Board to call an EGM. The requisition must: (a) be in writing, (b) state the matters to be considered, (c) be signed by the requisitioning shareholders, (d) be deposited at the registered office.
On receipt of valid requisition: the Board must call the EGM within 21 days of requisition, and the EGM must be held within 45 days of requisition.
If the Board fails to call EGM within 21 days: the requisitioning shareholders themselves can call the EGM — within 3 months of the date of requisition. The company must reimburse reasonable expenses incurred by the shareholders.
3. NCLT Direction — Section 98
If it is impracticable to call or hold a meeting (deadlock between shareholders, no quorum possible): any director or member can apply to NCLT to direct a meeting to be called. NCLT can give directions regarding: calling, holding, and conduct of the meeting, and can order that even ONE member present constitutes quorum.
EGM Notice Requirements
Minimum notice period: 21 clear days before the meeting. 'Clear days' = day of notice and day of meeting both excluded. For EGM on March 30: notice must be sent by March 8 (at latest).
Shorter notice: EGM can be held on shorter notice if consented to by at least 95% of members entitled to vote. In practice, this is used for closely held private companies where all shareholders agree.
Notice contents:
(a) Day, date, time, and venue (or VC details)
(b) Business to be transacted — specific agenda items
(c) Explanatory statement under Section 102 for EVERY item of business (since all EGM business is 'special business'). The explanatory statement must disclose: material facts, nature of concern/interest of any director, financial implications, and all information necessary for members to make an informed decision
(d) Proxy form (members can appoint proxy to attend and vote)
(e) Route map of venue / VC joining instructions
Conduct of EGM
Quorum
Same as AGM: private company = 2 members personally present. Public company = 5/15/30 members depending on membership strength. If quorum not present within 30 minutes: meeting adjourned. At adjourned meeting: members present constitute quorum.
Chairperson
Chairman of the Board presides. If Chairman is absent: directors elect one among themselves. If no director present: members elect one among themselves.
Voting
(a) Show of hands: each member present gets one vote (default mode)
(b) Poll: demanded by Chairman or members holding 10% of voting rights — each share gets one vote (proportional voting). Poll must be demanded for special resolutions to ensure accurate vote count
(c) E-voting: for listed companies and companies with 1,000+ members — remote e-voting facility mandatory
(d) Proxy: member can appoint proxy to attend and vote. Proxy form must be deposited with company at least 48 hours before the meeting. A person can be proxy for maximum 50 members holding up to 10% of total shares (beyond 50: additional restrictions)
Resolutions at EGM
Both ordinary and special resolutions can be passed at EGM. For special resolutions: the notice must specifically state the intention to propose it as a special resolution. The resolution is passed only if votes in favor are at least 3 times the votes against (75% majority).
EGM vs AGM — Key Differences
| Parameter | AGM | EGM |
|---|---|---|
| Frequency | Once per year (mandatory) | As needed (no fixed frequency) |
| Timing | Within 6 months of FY close | Anytime during the year |
| Business | 4 ordinary + any special | Only special business |
| Explanatory statement | Only for special business | For ALL business items |
| Convened by | Board only | Board / shareholders / NCLT |
| Notice period | 21 clear days | 21 clear days (shorter with 95% consent) |
| Penalty for not holding | Rs. 1 lakh + Rs. 5,000/day | No penalty (it's optional unless requisitioned) |
| Post-meeting filings | AOC-4 + MGT-7 + ADT-1 | MGT-14 (for special resolutions) |
Post-EGM Filings
MGT-14: All special resolutions passed at EGM must be filed with ROC in Form MGT-14 within 30 days. Attach: certified true copy of the resolution, explanatory statement, minutes extract.
Event-specific forms: depending on the business transacted — SH-7 (capital increase), INC-24 (name change), PAS-3 (allotment), DIR-12 (director changes), etc. — must be filed within their respective timelines (typically 30 days).
Minutes: Minutes of EGM must be prepared and signed by the Chairman within 30 days. Entered in the minutes book maintained at the registered office. Members can inspect minutes and obtain copies.