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Notice Format for EGM with Explanatory Statement

Complete guide to EGM notice. Process, documents, penalties, latest amendments. Updated March 2026.

Published
Updated
Reading time
5 min
Questions
7 answered
  • High Complexity
Topic
MCA Compliance
Published
March 23, 2026
Last updated
Mar 23, 2026
Reading time
5 min
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Last updated: March 2026Verified against: Government sources

Overview

This article provides a comprehensive, plain-language explanation of Notice Format for EGM with Explanatory Statement under the Companies Act, 2013 and the Rules made thereunder. This article incorporates all amendments, circulars, and notifications up to March 2026.

Relevant provisions: Section 100-102, read with applicable Rules and official guidelines.

Why This Matters
Non-compliance with provisions related to EGM notice can result in penalties, legal consequences, loss of rights, or invalid transactions. Understanding these requirements is essential for every business and individual affected by this law.

What the Law Requires

Key Legal Framework

Section 100-102 of the Companies Act, 2013 establishes the framework for EGM notice. The provisions cover scope, applicability, conditions, timelines, documentation, and penalties for non-compliance. The corresponding Rules provide detailed procedural requirements.

Applicability

These provisions apply to all persons and entities covered under the Companies Act, 2013. Specific applicability depends on the nature of the transaction, entity type, and jurisdiction. State-specific variations may apply.

Detailed Explanation with Examples

Example 1: A business owner in Faridabad needs to comply with EGM notice provisions. This involves identifying the requirement, preparing documentation, obtaining necessary approvals, and filing within prescribed timelines. Missing any step can result in penalties or invalidation of the transaction.

Example 2: Consider a startup that needs to navigate EGM notice requirements. With DPIIT recognition, they may qualify for fee concessions and expedited processing. However, the substantive compliance requirements remain the same.

Example 3 (Practical Scenario): A professional advising clients on EGM notice must ensure they verify the latest amendments, check state-specific variations where applicable, and maintain proper documentation trails. our experts handle this end-to-end --

Practical Advice
For EGM notice, always maintain proper documentation including original certificates, filing receipts, and correspondence. Keep digital backups. Verify the latest rules before acting, as procedures change frequently. for professional assistance.
Quick recapKey facts & short answers

Key Facts About Notice Format for EGM

  • Applies in: All states across India, under the relevant central law.
  • Mode: Mostly online via the official government portal.
  • Typical timeline: Ranges from a few days to a few weeks depending on the case.
  • Non-compliance: May attract penalties, interest or late fees.
  • Expert help: TaxClue completes Notice Format for EGM end to end for you.

What is Notice Format for EGM?

Notice Format for EGM is an important compliance and legal topic for businesses and individuals in India. This guide explains its meaning, applicability and key requirements in simple language so you can understand and stay fully compliant.

Who needs to know about Notice Format for EGM?

Business owners, startups, professionals, and taxpayers dealing with Notice Format for EGM should understand the applicable rules. Requirements can vary by turnover, entity type and activity, so it is best to confirm your specific case before proceeding.

A director signs for the whole board — read what you sign.

— TaxClue Corporate Law Desk

Notice Format for EGM: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.

READY DRAFTNotice of EGM with Explanatory Statement

A notice convening an Extra-ordinary General Meeting with the explanatory statement under Section 102, issued under Sections 100 and 101 of the Companies Act, 2013.

[COMPANY NAME] PRIVATE LIMITED
CIN: [CIN]
Registered Office: [Address], [City] – [PIN]

Ref: EGM/[YYYY-YY]/[__]                               Date: [DD-MM-YYYY]

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra-Ordinary General Meeting of the
members of [Company Name] Private Limited will be held on [Monday],
[DD-MM-YYYY] at [11:00 A.M.] at [the registered office / venue], to
transact the following SPECIAL BUSINESS:

ITEM No. 1 — Increase in Authorised Share Capital
"RESOLVED THAT pursuant to Section 61(1)(a) and other applicable
provisions of the Companies Act, 2013, the Authorised Share Capital of
the Company be and is hereby increased from ₹[10,00,000] to ₹[50,00,000]
by creation of [4,00,000] additional equity shares of ₹10 each, and that
Clause V of the Memorandum of Association be altered accordingly."

ITEM No. 2 — Alteration of Articles of Association (Special Resolution)
"RESOLVED THAT pursuant to Section 14, the Articles of Association be and
are hereby altered by [substituting Article [__] as follows: [text]]."

                                             By Order of the Board
                                       For [Company Name] Private Limited

                                             ____________________
                                             [Name], Director/CS
                                             (DIN: [______])

NOTES:
1. A member entitled to attend and vote may appoint a PROXY (Form MGT-11)
   to attend and vote instead of himself; the proxy need not be a member.
   The proxy form must reach the registered office not less than 48 hours
   before the meeting.
2. The Explanatory Statement under Section 102 is annexed.
3. The Register of Members and share transfer books will remain closed
   from [DD-MM-YYYY] to [DD-MM-YYYY] (both days inclusive).

EXPLANATORY STATEMENT
(Pursuant to Section 102 of the Companies Act, 2013)

Item No. 1: The Company proposes to expand operations and requires
additional funds through issue of further equity. The present authorised
capital of ₹[10,00,000] is fully subscribed and is inadequate. The Board
therefore recommends increasing it to ₹[50,00,000]. The Board recommends
the resolution for approval as an Ordinary Resolution. None of the
directors/KMP or their relatives is concerned or interested in the
resolution except to the extent of their shareholding.

Item No. 2: [State the reason for altering the Articles, the substance of
the change and its effect.] The Board recommends the resolution as a
Special Resolution. [Directors' concern/interest, if any.]
▸ How to use & important notes
  • An EGM requires clear 21 clear days notice (or shorter if consented to by members holding ≥95% of paid-up voting capital) under Section 101.
  • All business at an EGM is special business, so an explanatory statement under Section 102 is mandatory for every item, disclosing the nature and extent of interest of directors/KMP and their relatives.
  • File resolutions for capital increase in SH-7 (30 days) and for alteration of Articles in MGT-14 (30 days) with the ROC.
  • Provide a proxy form (MGT-11); enclose the route map/venue details; keep proof of service of notice.

Disclaimer: This is a general-purpose template for reference only. Facts, figures, stamp duty and clauses vary with your situation and state law — have it reviewed before use. Need this professionally drafted, stamped and filed? Talk to a TaxClue expert.

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Vikas Sharma Tax & Compliance Expert at TaxClue

Experienced in company registration, GST, trademark, and compliance. Helping Indian businesses stay compliant.

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Disclaimer: This article is for general informational purposes only and does not constitute professional tax, legal or financial advice. Laws, rates and due dates change and can vary by individual case — always verify with the relevant government source (e.g. mca.gov.in, incometax.gov.in) or consult a qualified professional before acting. TaxClue accepts no liability for decisions taken based on this content.

People also ask

Questions, answered

Short, direct answers to the 7 questions readers ask most on this topic.

Notice Format for EGM is an important compliance and legal topic for businesses and individuals in India. This guide explains its meaning, applicability and key requirements in simple language so you can understand and stay fully compliant.

Business owners, startups, professionals, and taxpayers dealing with Notice Format for EGM should understand the applicable rules. Requirements can vary by turnover, entity type and activity, so it is best to confirm your specific case before proceeding.

Typical documents include PAN, identity and address proof, business registration proof, and any category-specific forms. The exact checklist depends on your situation — TaxClue experts can prepare the correct set for Notice Format for EGM and help you avoid rejections.

The process generally involves preparing documents, filing the correct form on the relevant government portal, paying applicable fees, and tracking status until approval. Following the right sequence for Notice Format for EGM helps avoid delays and penalties.

Yes. Late or non-compliance related to Notice Format for EGM can attract penalties, interest or late fees, and some filings have strict due dates. Staying on schedule protects you from avoidable costs — TaxClue sends timely reminders.

In most cases yes, Notice Format for EGM can be handled online through the official government portal. TaxClue can complete the end-to-end process for you digitally, so you don't have to visit any office.

TaxClue's CA, CS and legal experts handle Notice Format for EGM end to end — eligibility check, documentation, filing, and follow-up. Refer to Ministry of Corporate Affairs for official rules, and contact TaxClue for hands-on, affordable assistance.