What Is an Extraordinary General Meeting (EGM)?
An Extraordinary General Meeting (EGM) is any general meeting of the members of a company other than the Annual General Meeting. EGMs are convened to transact urgent or special business that cannot wait until the next AGM — such as change of company name, alteration of MOA/AOA, approval of related party transactions exceeding thresholds, increase in authorized capital, appointment of directors, approval of loans/investments exceeding Section 186 limits, or any other matter requiring immediate shareholder approval.
Under the Companies Act, 2013, an EGM can be convened in three ways: (a) by the Board of Directors on its own initiative (Section 100(1)), (b) on requisition by members holding at least 10% of paid-up voting capital (Section 100(2)), and (c) by the requisitionists themselves if the Board fails to convene within 45 days (Section 100(4)).
Legal Framework for EGM
Section 100(1) — Board-Convened EGM: The Board of Directors may call an EGM at any time when it considers necessary. The Board passes a resolution to convene the EGM, fixes the date/time/venue, and authorizes the Company Secretary or a director to issue the notice.
Section 100(2) — Requisition by Members: Members holding not less than one-tenth (10%) of the paid-up share capital carrying voting rights may requisition the Board to convene an EGM. The requisition must: (a) be in writing (physical or electronic), (b) state the matters to be considered at the EGM, (c) be signed by all requisitionists, and (d) be deposited at the registered office.
Section 100(3)-(4) — Board's Obligation: On receipt of a valid requisition, the Board must within 21 days convene a meeting to be held within 45 days from the date of deposit of the requisition. If the Board fails to call the meeting within 45 days, the requisitionists (or any one of them holding more than 50% of the total voting power) may themselves call the meeting within 3 months from the date of the requisition.
Notice Period: Same as AGM — at least 21 clear days' notice to all members, directors, and auditors (Section 101). Shorter notice: valid with consent of 95% of members.
Specimen Notice of EGM — Board Convened
[Illustrative format only — based on ICSI Standards and Companies Act 2013]
[Company Name]
CIN: [Number] | Registered Office: [Address] | Email: [email] | Website: [URL]
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], 20XX, at [Time] at [Venue] / through Video Conferencing (VC), to transact the following Special Business:
Item No. 1 — [Subject of Resolution]
To consider and, if thought fit, to pass, with or without modification, the following resolution as a [Special/Ordinary] Resolution:
"RESOLVED THAT [full text of resolution with legal references, facts, and operative portion]."
"RESOLVED FURTHER THAT the Board of Directors and/or Company Secretary be and is/are hereby authorized to do all acts, deeds, matters, and things as may be necessary to give effect to this Resolution."
Notes to Members
1. The Explanatory Statement under Section 102 of the Companies Act, 2013 is annexed hereto.
2. A Member entitled to attend and vote may appoint a Proxy. The Proxy form must reach the Registered Office at least 48 hours before the meeting.
3. Corporate Members should send a certified Board Resolution under Section 113 authorizing their representative.
4. [If e-voting is provided: E-voting facility details, period, and Scrutinizer appointment.]
5. All documents referred to in the Notice and Explanatory Statement are available for inspection at the Registered Office during business hours on all working days up to and including the date of the EGM.
Specimen Notice of EGM — Convened on Requisition by Members
[This format is used when the Board convenes the EGM after receiving a valid requisition under Section 100(2)]
The notice format is substantially the same as above, with the following additional recital in the preamble:
"Pursuant to the requisition dated [Date] received from the members of the Company holding [X]% of the paid-up share capital carrying voting rights, the Board of Directors has convened this Extraordinary General Meeting to transact the business as set out in the requisition."
The items of business at a requisition-convened EGM are limited to the matters specified in the requisition — the Board cannot add additional items without the requisitionists' consent. However, the Board can include routine procedural items (appointment of chairman, scrutinizer, etc.).
When Is EGM Typically Required?
Common scenarios requiring EGM: (a) change of company name — special resolution under Section 13, (b) alteration of Articles of Association — special resolution under Section 14, (c) increase in authorized share capital — ordinary resolution under Section 61, (d) issue of shares on preferential basis — special resolution under Section 62(1)(c), (e) approval of related party transaction exceeding Rule 15(3) thresholds — ordinary resolution under Section 188, (f) approval of loans/investments exceeding Section 186 aggregate limit — special resolution, (g) shifting registered office between states — special resolution under Section 12/13, (h) voluntary winding up — special resolution under Section 304, (i) appointment/removal of directors outside AGM cycle.
Key Differences Between AGM and EGM
| Feature | AGM | EGM |
|---|---|---|
| Frequency | Once per year (mandatory) | As needed (no fixed frequency) |
| Who Convenes | Board of Directors | Board or Requisitionists (10% voting power) |
| Business | Ordinary + Special | Special Business only |
| Time Limit | Within 6 months of FY close | No time limit (but urgent matters) |
| Gap Between AGMs | Maximum 15 months | N/A |
| Notice Period | 21 clear days | 21 clear days |
| E-voting | Mandatory (1000+ members/listed) | Mandatory (same criteria) |
Requisition by Members — Step-by-Step Procedure
Step 1: Members holding 10%+ of paid-up voting capital prepare a written requisition specifying the matters to be considered and sign it.
Step 2: Deposit the requisition at the registered office of the company.
Step 3: Board must call a Board Meeting within 21 days to consider the requisition and pass a resolution to convene the EGM.
Step 4: The EGM must be held within 45 days from the date of deposit of the requisition.
Step 5: If the Board fails to act within 45 days: requisitionists holding majority of total voting power among requisitionists may call the meeting themselves within 3 months from the requisition date.
Step 6: If requisitionists call the meeting: it must be held in the same manner as a Board-convened meeting, and reasonable expenses incurred by requisitionists are reimbursed by the company (recovered from directors who failed to convene — Section 100(5)).
Post-EGM Compliance
After the EGM: (a) prepare and sign minutes within 30 days (SS-2 and Section 118), (b) file Form MGT-14 with ROC within 30 days for special resolutions, (c) file any other applicable form (SH-7 for capital increase, INC-24 for name change, etc.) within prescribed timelines, (d) update statutory registers, (e) for listed companies: disclose outcome to stock exchange within 24 hours, and file results of e-voting on company website within 2 working days.
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.