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Extra-Ordinary General Meeting (EGM) in India – Sec 100 Companies Act 2013, Notice & Quorum, Requisition by Members, Special Resolutions, MGT-14 Filing, E-Voting & Tribunal-Convened EGMs
An Extra-Ordinary General Meeting (EGM) — governed by Section 100 of the Companies Act 2013 — is any general meeting of members held between two Annual General Meetings to transact urgent or special business that cannot wait until the next AGM. Unlike an AGM, an EGM has no ordinary business — every item placed before the meeting is treated as special business and requires an explanatory statement under Section 102. EGMs are commonly called for capital alterations, MOA / AOA amendments, borrowings beyond Sec 180 limits, related-party approvals, removal of directors (Sec 169), scheme approvals, and other matters needing a special resolution.
An EGM may be convened by the Board on its own motion, on a requisition by members holding at least 1/10th of the paid-up share capital with voting rights (Sec 100(2)), or by the NCLT (Tribunal) under Sec 98 where it is impracticable otherwise. Notice of 21 clear days in writing or electronic mode is mandatory (Sec 101) — shorter notice is permitted only with consent of 95% of members entitled to vote. Special resolutions passed at an EGM must be filed with ROC in Form MGT-14 within 30 days, failing which Sec 117(2) penalties apply. Our EGM compliance services cover the full cycle — Board approval, notice drafting, explanatory statement, e-voting (where required), scrutiniser report, minutes (SS-2), and MGT-14 filing.
Sec 100
Companies Act 2013
21 Clear Days
Notice Period (Sec 101)
1/10th Capital
Member Requisition
MGT-14 / 30 Days
Special-Resolution Filing
Laws & Forms We Work With
Companies Act 2013
Sec 100 – EGM
Sec 101 – Notice
Sec 102 – Explanatory Stmt
Sec 103 – Quorum
Sec 105 – Proxy
Sec 108 – E-Voting
Sec 109 – Poll
Sec 114 – Resolutions
Sec 117 – MGT-14
Sec 118 – Minutes
Sec 169 – Removal
SS-2 (ICSI)
SEBI LODR Reg 44
EGM Compliance Buckets We Handle
Board-Convened
Board-Convened EGM
Board passes a resolution under Sec 173 to call an EGM, fixes day / date / time / place / mode (physical / VC-OAVM), approves notice and explanatory statement, and appoints scrutiniser where required.
- Sec 173 board resolution
- Fix date / time / venue
- Approve notice + ES
- Cut-off / record date
- Scrutiniser appointment
- Mode: physical / VC-OAVM
Requisitioned
Member-Requisitioned EGM
Members holding ≥ 1/10th paid-up capital with voting rights deposit a signed requisition at the registered office; Board must call EGM within 21 days for a date within 45 days of receipt.
- Sec 100(2) requisition
- ≥1/10th paid-up capital
- Signed by requisitionists
- Board calls in 21 days
- Held within 45 days
- Else requisitionists call
Tribunal-Called
NCLT-Convened EGM (Sec 98)
Where calling an EGM is impracticable in the manner prescribed, the Tribunal may, on application of any director or member, order a meeting and give such ancillary or consequential directions as it thinks fit.
- Sec 98 application
- Petition before NCLT
- Tribunal directions
- One member = quorum
- Procedural relief
- Scheme of arrangement
Notice / ES
Notice & Explanatory Statement
21 clear-day notice (Sec 101) by hand / post / electronic mode; explanatory statement under Sec 102 disclosing all material facts and interests of directors / KMP / promoters / relatives.
- 21 clear days
- Sec 101 modes
- Sec 102 ES
- Material disclosures
- Director / KMP interest
- Shorter notice (95%)
Quorum / Proxy
Quorum & Proxy
Quorum under Sec 103 — public co: 5 / 15 / 30 members based on size; private co: 2 members. Proxies (Sec 105) cannot vote on show of hands; one proxy ≤ 50 members and ≤ 10% capital.
- Sec 103 quorum
- Public 5 / 15 / 30
- Private — 2 members
- Sec 105 proxy (Form MGT-11)
- Adjournment rules
- Chairman casting vote
E-Voting / Poll
E-Voting & Poll (Listed)
Listed cos & cos with ≥1,000 members must offer remote e-voting under Sec 108 (Rule 20); poll under Sec 109 on demand by members holding ≥1/10th voting power; scrutiniser report (Form MGT-13).
- Sec 108 e-voting
- Rule 20 applicability
- NSDL / CDSL / NIC
- Sec 109 poll
- MGT-13 scrutiniser
- SEBI LODR Reg 44
VC / OAVM
EGM through VC / OAVM
MCA permits EGMs via Video Conferencing or Other Audio-Visual Means subject to MCA general circulars — recording, Q&A facility, e-voting integration, and detailed minutes mandated.
- MCA circular framework
- Two-way VC / OAVM
- Recording mandatory
- Q&A facility
- E-voting integration
- Detailed minute-keeping
MGT-14 Filing
Post-EGM ROC Filing
Special resolutions passed at EGM filed in Form MGT-14 within 30 days (Sec 117); attach certified copy of resolution, explanatory statement, notice, and altered MOA / AOA where applicable.
- Sec 117 mandate
- 30-day window
- Certified resolution
- Notice + ES
- Altered MOA / AOA
- Late-filing penalty
Key Concepts in EGM Compliance
Sec 100
What Is an EGM
Every general meeting of a company other than the AGM is an EGM, called to transact urgent special business that cannot be deferred to the next annual meeting.
Special Business
Urgent Matters
Sec 100(2)
Requisition Threshold
Members holding at least 1/10th of paid-up capital carrying voting rights (or 1/10th of voting power for cos without share capital) may requisition an EGM in writing.
1/10th Capital
Written Requisition
Sec 101
Notice — 21 Clear Days
21 clear days' notice in writing or electronic mode to every member, director, and auditor; shorter notice valid only with consent of 95% of members entitled to vote.
21 Clear Days
95% Shorter
Sec 102
Explanatory Statement
Notice must annex an explanatory statement disclosing all material facts and the nature / extent of interest of every director, KMP, manager, and their relatives in each item of business.
Material Facts
Interest Disclosure
Sec 103
Quorum Rules
Public co: 5 members (≤1,000 members) / 15 (1,001–5,000) / 30 (>5,000) personally present. Private co: 2 members personally present, unless AOA specifies higher.
5 / 15 / 30
Private — 2
Sec 108
E-Voting Mandate
Every listed company and every company with ≥1,000 shareholders must provide remote e-voting facility for all resolutions placed before members under Rule 20.
Listed
≥1,000 Members
Sec 114
Ordinary vs Special Resolution
Ordinary — votes cast in favour exceed votes against. Special — votes cast in favour are at least 3 times votes against. EGM business is invariably special business needing one or the other.
Simple Majority
3:1 Majority
Sec 117
MGT-14 Filing
Special resolutions and certain other resolutions must be filed with ROC in Form MGT-14 within 30 days of passing; non-filing attracts steep penalties under Sec 117(2).
30 Days
Heavy Penalty
Our EGM Compliance Services
EGM Strategy & Agenda
Mapping the business item to the right resolution type (ordinary / special), MOA / AOA review, threshold checks, and choosing physical vs VC-OAVM mode.
Board Resolution & Calling
Drafting Sec 173 board resolution to call EGM, fixing date / time / venue / mode, cut-off / record date, and approving notice, explanatory statement, and proxy form.
Member Requisition Handling
Validating Sec 100(2) requisition, computing 21-day / 45-day windows, and handling Board response — including the requisitionists' fallback right to call EGM.
Notice + Sec 102 ES
21 clear-day notice, Sec 102 explanatory statement with all material disclosures, MGT-11 proxy form, route map, and dispatch by hand / post / electronic mode.
Shorter-Notice Consent
Where time-critical — drafting and obtaining 95% members' consent in writing or electronic mode, recording on file, and validating the shorter-notice EGM.
E-Voting Setup (Listed)
Engaging NSDL / CDSL / NIC e-voting service provider, board-approval letter, scrutiniser appointment, voting period setup, and SEBI LODR Reg 44 compliance.
VC / OAVM EGM
Conducting EGMs through VC / OAVM as per MCA circulars — platform setup, two-way audio-visual, recording, Q&A facility, and integrated e-voting.
Conducting the Meeting
Chairman script, attendance register, quorum confirmation, proxy / authorised-rep verification, voting (show of hands / poll / e-voting), and chairman's casting vote.
Scrutiniser Report (MGT-13)
Independent scrutiniser appointment, scrutiny of remote e-votes and poll votes, MGT-13 report within 3 days, and chairman's declaration of results.
Minutes (Sec 118 / SS-2)
Drafting EGM minutes within 30 days as per ICSI Secretarial Standard SS-2, signing by chairman, entry in minutes book, and record-retention.
Form MGT-14 Filing
Filing certified special resolutions with ROC in MGT-14 within 30 days — explanatory statement, notice, altered MOA / AOA, and SRN tracking.
Stock Exchange Disclosures
For listed cos — Reg 30 outcome of EGM, voting results within 2 working days (Reg 44(3)), scrutiniser report upload, and BSE / NSE intimation.
When You Need an EGM
MOA / AOA Alteration
Change of name, object clause, registered office (state-to-state), capital clause, or AOA amendment — all need a special resolution at an EGM.
Capital Restructuring
Increase in authorised capital, share buy-back (Sec 68), issue of bonus shares, rights issue, preferential allotment, ESOP, or reduction of capital (Sec 66).
Borrowing Beyond Sec 180
Borrowings (apart from temporary loans) exceeding paid-up capital + free reserves + securities premium — special resolution at EGM under Sec 180(1)(c).
Director Removal (Sec 169)
Removal of a director before expiry of term requires ordinary resolution after special notice — typically convened via an EGM.
Material Related-Party Tx
RPTs above prescribed Sec 188 thresholds (10% of turnover / net worth / paid-up) need shareholder approval, often via an EGM.
Conversion of Co Type
Conversion of private to public, public to private, OPC to private, Sec 8 to other — each requires a special resolution at an EGM.
Scheme / Voluntary Winding-Up
Scheme of arrangement (Sec 230–232), voluntary liquidation under IBC, or members' voluntary winding-up — special resolution mandatory.
Auditor Removal Mid-Term
Removal of auditor before expiry of term under Sec 140(1) — special resolution at EGM with prior central-government approval (Form ADT-2).
Documents Needed for an EGM
Company Records
- CIN / Certificate of Incorporation
- MOA & AOA (latest)
- Register of Members (BENPOS)
- Last AGM / EGM minutes
- Board minutes calling EGM
- Statutory registers (Sec 88)
- PAN / TAN / GST
Notice / ES / Voting
- Notice of EGM (21 clear days)
- Sec 102 explanatory statement
- Form MGT-11 proxy
- Route map / VC link
- Cut-off / record date
- Shorter-notice consents (if any)
- E-voting service provider letter
Post-Meeting / Filing
- Attendance register
- Proxy register
- Poll papers / e-voting log
- Scrutiniser report (MGT-13)
- Chairman's declaration
- Signed minutes (SS-2)
- Form MGT-14 + attachments
Our EGM Engagement Process
1
Trigger & Diagnostic
Identify business item, map to ordinary / special resolution, AOA / MOA check, threshold review, and timeline planning.
2
Board & Notice
Sec 173 board meeting, EGM notice, Sec 102 ES, MGT-11 proxy, e-voting / VC setup, and dispatch.
3
Conduct EGM
Chairman script, quorum, voting (show of hands / poll / e-voting), scrutiniser report, and chairman declaration.
4
Minutes & MGT-14
SS-2 minutes within 30 days, certified resolution, MGT-14 with attachments, and SRN tracking.
5
Closure & Disclosures
Stock-exchange Reg 30 / 44 intimation (listed), updated registers, archived records, and post-EGM compliance closure.
Why Choose Us for EGM Compliance
✓
End-to-end EGM execution
✓
Sec 100 / 101 / 102 specialists
✓
VC-OAVM & e-voting setup
✓
Scrutiniser coordination
✓
SS-2 compliant minutes
✓
MGT-14 within 30 days
✓
Listed-co LODR disclosures
✓
NCLT Sec 98 petitions
FAQs on Extra-Ordinary General Meeting (EGM)
What is an EGM?
Any general meeting other than the AGM, called to transact urgent special business under Section 100 of the Companies Act 2013.
Who can call an EGM?
The Board, requisitioning members holding at least 1/10th paid-up capital, or the NCLT under Section 98.
What is the notice period for an EGM?
21 clear days in writing or electronic mode under Section 101.
Can an EGM be held at shorter notice?
Yes, with the consent of members holding at least 95% of voting rights.
What is the quorum for an EGM?
Public co: 5, 15, or 30 members based on size. Private co: 2 members personally present.
Is an explanatory statement required?
Yes, all EGM business is special business and requires a Section 102 explanatory statement.
Can an EGM be held through video conferencing?
Yes, EGMs can be held via VC or OAVM as permitted under MCA general circulars.
Is e-voting mandatory at an EGM?
Yes, for every listed company and every company with 1,000 or more shareholders under Section 108.
When must MGT-14 be filed after an EGM?
Within 30 days of passing the special resolution, under Section 117.
What if the Board fails to call a requisitioned EGM?
The requisitionists may call the EGM themselves within 3 months from the date of requisition.
EGM Convened. Resolutions Passed. Filings Done — End-to-End.
Partner with our company-secretarial specialists for a seamless EGM — board calling, notice & explanatory statement, e-voting, scrutiniser report, SS-2 minutes, and MGT-14 filing.
Talk to an EGM Compliance Expert