Extraordinary General Meeting explained: this guide covers what Extraordinary General Meeting 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.
An Extraordinary General Meeting (EGM) is any general meeting of shareholders other than the Annual General Meeting (AGM). EGMs are called to transact urgent or special business that cannot wait until the next AGM. They are governed primarily by Section 100 of the Companies Act 2013.
Grounds for Calling an EGM
- Urgent business requiring shareholder approval between two AGMs
- Approval of a merger, amalgamation, or demerger scheme
- Rights issue / preferential allotment / ESOP approval
- Appointment or removal of director (Section 169)
- Change in memorandum or articles mid-year
- Capital reduction or buy-back of shares
- Material related party transactions requiring shareholder approval
Who Can Call an EGM?
| Authority | Basis | Condition |
|---|---|---|
| Board of Directors | Section 100(1) | At their discretion or on member requisition |
| Members (Requisition) | Section 100(2) | Holders of not less than 1/10th of paid-up voting share capital |
| Members themselves | Section 100(4) | If Board fails to call meeting within 45 days of requisition |
| NCLT | Section 98 | If impracticable to call/conduct meeting otherwise |
Member Requisition Process
Members holding at least 1/10th (10%) of paid-up voting share capital can requisition an EGM. The requisition must:
- Be in writing or electronic form
- State the matter(s) of business to be transacted
- Be signed by all requisitionists
- Be sent to the registered office of the company
Upon receipt, the Board must call the EGM within 21 days from date of receipt, to be held within 45 days from date of requisition.
Self-Called Meeting by Members
If the Board does not call the EGM within 45 days, the requisitionists themselves may call the meeting to be held within 3 months from the date of requisition. Members may recover expenses from the company, which may recover the same from directors in default.
Notice Period for EGM
EGM requires minimum 21 clear days notice (same as AGM). Shorter notice is valid if consent is obtained from:
- 95% of members entitled to vote (for most companies)
- In practice, emergency EGMs with shorter notice are common in closely held companies where all shareholders consent
EGM Notice Contents
The notice of EGM must contain:
- Date, time and place of meeting
- Agenda items with full explanatory statement for each special business item
- Statement of material facts relating to each item of special business (Section 102)
- Proxy form (if applicable)
- For special resolutions: text of the resolution along with reasons
Explanatory Statement Requirements (Section 102)
For every item of special business at EGM, an explanatory statement must be annexed to the notice containing:
- Nature of concern or interest (financial or otherwise) of every director, manager, KMP and their relatives in the matter
- All material facts relating to the proposed resolution
- Effect of the resolution if passed
- For removal of director: text of proposed resolution and director's right to make representation
EGM Called by NCLT
NCLT may order an EGM under Section 98 in the following cases:
- It is impracticable to call/hold a meeting in the manner prescribed by the Act or Articles
- On application by any director or member who would be entitled to vote at such meeting
- NCLT may give directions regarding quorum, conduct, and can even reduce quorum to one member
Voting at EGM
| Method | Applicable to |
|---|---|
| Show of hands | All companies (unless poll demanded) |
| Poll | On demand by chairman, 5 members, or members holding 1/10th voting rights |
| E-voting | Listed companies and companies with 1,000+ members (mandatory) |
| Postal ballot | For specific items as per Section 110 / Schedule IV |
Minutes and Post-EGM Compliance
Minutes of EGM must be maintained in minute book within 30 days. Special resolutions must be filed with ROC in Form MGT-14 within 30 days of passing. For listed companies, outcome must be disclosed to stock exchanges within 30 minutes of conclusion of meeting.