Specimen Minutes of Extraordinary explained: this guide covers what Specimen Minutes of Extraordinary 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.
Recording EGM Minutes — Legal Requirements
Minutes of an Extraordinary General Meeting record all resolutions passed at the EGM — which are exclusively special business items. Unlike AGM minutes which cover both ordinary and special business, EGM minutes focus on specific urgent matters that required shareholder approval outside the annual cycle. The legal requirements for EGM minutes are identical to AGM minutes — Section 118 of the Companies Act, 2013 and Secretarial Standard SS-2 apply equally. Minutes must be prepared within 15 days, signed by the Chairman within 30 days, and preserved permanently in the Minutes Book.
Specimen Minutes of EGM — Complete Format
MINUTES OF THE EXTRAORDINARY GENERAL MEETING of , held on , , 20XX at at / through Video Conferencing.
Time of Commencement: | Time of Conclusion:
Attendance
Directors Present:
In Attendance: Company Secretary, Auditors (if relevant)
Members: present in person representing , by proxy representing
1. Chairman and Quorum
Mr./Ms. , Chairman of the Board, presided over the meeting. The Company Secretary confirmed that the requisite quorum under Section 103(1) was present throughout the meeting. The Chairman declared the meeting duly constituted.
2. Notice
The Chairman noted that the Notice dated convening the EGM, along with the Explanatory Statement under Section 102, had been duly sent to all Members, Directors, and Auditors within the prescribed timeline of 21 clear days.
3. Item 1 —
The Chairman explained the proposal to increase the authorized share capital of the Company from Rs. to Rs. to accommodate the proposed allotment of equity shares to incoming investors. The Explanatory Statement was taken as read. After discussion:
RESOLVED THAT pursuant to Section 61(1)(a) of the Companies Act, 2013, the Authorized Share Capital of the Company be and is hereby increased from Rs. divided into equity shares of Rs. each, to Rs. divided into equity shares of Rs. each, by the creation of additional equity shares of Rs. each, ranking pari passu with the existing equity shares.
RESOLVED FURTHER THAT Clause V (Capital Clause) of the Memorandum of Association be altered accordingly, and the Board be authorized to file Form SH-7 with the Registrar of Companies and pay the requisite stamp duty and filing fees.
Passed as an Ordinary Resolution unanimously.
4. Item 2 —
The Chairman presented the proposal for private placement of equity shares to identified investors under Section 42 read with Section 62(1)(c). The valuation report from was placed before the Members. After discussion:
RESOLVED THAT pursuant to Section 42 and Section 62(1)(c) of the Companies Act, 2013, the consent of the Members be and is hereby accorded for the offer and allotment of up to equity shares of Rs. each at a price of Rs. per share (including a premium of Rs. per share) on a private placement basis to the persons identified in the Private Placement Offer Letter (Form PAS-4), for an aggregate consideration not exceeding Rs. .
Passed as a Special Resolution. E-voting results — In favor: votes ([%]). Against: votes ([%]).
Conclusion
The Chairman thanked all Members for attending and declared the meeting concluded at .
Signed: | Date:
Types of Resolutions Commonly Passed at EGM
EGMs typically pass resolutions for: (a) increase in authorized share capital — Ordinary Resolution under Section 61, (b) issue of shares on preferential basis — Special Resolution under Section 62(1)(c), (c) alteration of MOA (name, objects, capital) — Special Resolution under Section 13, (d) alteration of AOA — Special Resolution under Section 14, (e) shifting registered office between states — Special Resolution, (f) removal of director — Ordinary Resolution with special notice under Section 169, (g) approval of loans/investments exceeding Section 186 limits — Special Resolution, (h) related party transactions exceeding thresholds — Ordinary Resolution under Section 188, (i) voluntary winding up — Special Resolution under Section 304.
EGM Minutes vs AGM Minutes — Key Differences
| Feature | AGM Minutes | EGM Minutes |
|---|---|---|
| Business Type | Ordinary + Special | Special Business only |
| Financial Statements | Discussed and adopted | Not discussed |
| Dividend | Declared at AGM | Not declared at EGM |
| Retiring Directors | Reappointed at AGM | Not applicable |
| Audit Committee Report | Chairman attends AGM | Not required at EGM |
| Chairman's Speech | Customary overview | Brief on specific items only |
| Recording Requirements | Same (SS-2 + Section 118) | Same (SS-2 + Section 118) |
Filing Requirements After EGM
(a) MGT-14: File within 30 days for all special resolutions and specified ordinary resolutions passed at the EGM. (b) SH-7: If authorized capital was increased — file within 30 days with stamp duty. (c) PAS-3: If shares were allotted pursuant to EGM approval — file within 30 days of allotment. (d) INC-24: If company name was changed — file along with MGT-14. (e) INC-23: If registered office shifted between states — file with Regional Director. (f) For listed companies: file results with stock exchange within 2 working days and upload on website.
Latest Updates (2025-26)
Key updates affecting EGM minutes: (a) VC/OAVM EGMs permanently allowed (MCA Circular 03/2025), (b) e-voting mandatory for companies with 1,000+ members, (c) MCA V3 portal — all post-EGM forms now on V3, (d) Companies (Compromises, Arrangements and Amalgamations) Rules amended September 2025 — widened fast-track merger scope for unlisted companies, (e) small company threshold enhanced to Rs. 10 crore capital / Rs. 100 crore turnover (December 2025).
Disclaimer: This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy based on the latest laws and amendments, readers should consult a qualified professional before acting on any information provided. For expert assistance, contact us.