Disclaimer
This article is for general informational and educational purposes only. It does not constitute legal, financial, or professional advice. While every effort has been made to ensure accuracy based on the Companies Act, 2013 and Rules thereunder as amended up to March 2026, laws and regulations are subject to change. Readers are advised to consult a qualified Chartered Accountant, Company Secretary, or legal professional before acting on any information contained herein. TaxClue Consultech Pvt Ltd, its directors, employees, and associates accept no liability or responsibility for any loss, damage, or consequence arising from the use of or reliance on the information provided in this article. All sample drafts, templates, and formats are illustrative and must be customized before use. Use is entirely at the reader's own risk.Overview
An Extraordinary General Meeting (EGM) is any general meeting of shareholders other than the AGM. It is called when urgent business needs shareholder approval that cannot wait until the next AGM. Sections 100, 101, and 102 govern the calling and conduct of EGMs.
Legal Basis
Section 100 empowers the Board to call an EGM at any time. Members holding not less than one-tenth of paid-up voting capital can also requisition an EGM. If the Board fails to call the EGM within 21 days of requisition, the requisitionists may themselves call the meeting.When Is This Required?
An EGM is called when urgent matters require shareholder approval -- such as alteration of MOA/AOA, change of name, removal of a director, major related party transactions, or any matter requiring Special Resolution that cannot wait for the AGM.
Who Prepares This Document?
The Company Secretary or any authorized director prepares the EGM notice. The Board must first pass a resolution to convene the EGM.
Sample Format / Template
The following template is provided for reference and educational purposes only. It must be customized to the specific facts, circumstances, and Articles of Association of your company. Obtain professional advice before use.
[COMPANY NAME]
CIN: [CIN Number]
Registered Office: [Full Address]
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of the Members of [Company Name] will be held on [Day], the [Date] day of [Month], [Year] at [Time] at [Venue Address] / through Video Conferencing / OAVM to transact the following business:
Item No. 1: [Title of Business]
To consider and, if thought fit, to pass the following resolution as a [Special/Ordinary] Resolution:
"RESOLVED THAT pursuant to the provisions of Section [X] and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), and subject to such approvals as may be required, [the specific resolution text]."
EXPLANATORY STATEMENT PURSUANT TO SECTION 102:
[Detailed explanatory statement covering all material facts]
By Order of the Board of Directors
For [Company Name]
[Name]
Company Secretary / Director
DIN/Membership No.: [Number]
Place: [City] | Date: [Date]
Important Notice
This template is illustrative in nature. It does not constitute legal advice and is provided without any warranty as to its suitability or completeness. TaxClue Consultech Pvt Ltd accepts no liability for any loss arising from its use. Users must obtain independent professional advice and customize to their specific requirements.Key Points to Remember
- 21 clear days notice required (can be shorter with 95% member consent for non-special resolutions)
- Explanatory statement under Section 102 is mandatory for all items
- Board must first pass a resolution to convene the EGM
- If EGM is requisitioned by members under Section 100, the Board must call it within 21 days and hold it within 45 days
- Quorum requirements are same as AGM -- minimum 2 members for private company, 5 for public (Section 103)
Professional Assistance
our qualified Company Secretaries and Chartered Accountants prepare all corporate documents customized to your company requirements. Contact for assistance.Disclaimer
This article is for general informational and educational purposes only. It does not constitute legal, financial, or professional advice. While every effort has been made to ensure accuracy based on the Companies Act, 2013 and Rules thereunder as amended up to March 2026, laws and regulations are subject to change. Readers are advised to consult a qualified Chartered Accountant, Company Secretary, or legal professional before acting on any information contained herein. TaxClue Consultech Pvt Ltd, its directors, employees, and associates accept no liability or responsibility for any loss, damage, or consequence arising from the use of or reliance on the information provided in this article. All sample drafts, templates, and formats are illustrative and must be customized before use. Use is entirely at the reader's own risk.