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.
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.
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.
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.
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.
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.
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).
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.
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.
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.
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.
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.
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.
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.
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.
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.
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).
Mapping the business item to the right resolution type (ordinary / special), MOA / AOA review, threshold checks, and choosing physical vs VC-OAVM mode.
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.
Validating Sec 100(2) requisition, computing 21-day / 45-day windows, and handling Board response — including the requisitionists' fallback right to call EGM.
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.
Where time-critical — drafting and obtaining 95% members' consent in writing or electronic mode, recording on file, and validating the shorter-notice EGM.
Engaging NSDL / CDSL / NIC e-voting service provider, board-approval letter, scrutiniser appointment, voting period setup, and SEBI LODR Reg 44 compliance.
Conducting EGMs through VC / OAVM as per MCA circulars — platform setup, two-way audio-visual, recording, Q&A facility, and integrated e-voting.
Chairman script, attendance register, quorum confirmation, proxy / authorised-rep verification, voting (show of hands / poll / e-voting), and chairman's casting vote.
Independent scrutiniser appointment, scrutiny of remote e-votes and poll votes, MGT-13 report within 3 days, and chairman's declaration of results.
Drafting EGM minutes within 30 days as per ICSI Secretarial Standard SS-2, signing by chairman, entry in minutes book, and record-retention.
Filing certified special resolutions with ROC in MGT-14 within 30 days — explanatory statement, notice, altered MOA / AOA, and SRN tracking.
For listed cos — Reg 30 outcome of EGM, voting results within 2 working days (Reg 44(3)), scrutiniser report upload, and BSE / NSE intimation.
Change of name, object clause, registered office (state-to-state), capital clause, or AOA amendment — all need a special resolution at an EGM.
Increase in authorised capital, share buy-back (Sec 68), issue of bonus shares, rights issue, preferential allotment, ESOP, or reduction of capital (Sec 66).
Borrowings (apart from temporary loans) exceeding paid-up capital + free reserves + securities premium — special resolution at EGM under Sec 180(1)(c).
Removal of a director before expiry of term requires ordinary resolution after special notice — typically convened via an EGM.
RPTs above prescribed Sec 188 thresholds (10% of turnover / net worth / paid-up) need shareholder approval, often via an EGM.
Conversion of private to public, public to private, OPC to private, Sec 8 to other — each requires a special resolution at an EGM.
Scheme of arrangement (Sec 230–232), voluntary liquidation under IBC, or members' voluntary winding-up — special resolution mandatory.
Removal of auditor before expiry of term under Sec 140(1) — special resolution at EGM with prior central-government approval (Form ADT-2).
Identify business item, map to ordinary / special resolution, AOA / MOA check, threshold review, and timeline planning.
Sec 173 board meeting, EGM notice, Sec 102 ES, MGT-11 proxy, e-voting / VC setup, and dispatch.
Chairman script, quorum, voting (show of hands / poll / e-voting), scrutiniser report, and chairman declaration.
SS-2 minutes within 30 days, certified resolution, MGT-14 with attachments, and SRN tracking.
Stock-exchange Reg 30 / 44 intimation (listed), updated registers, archived records, and post-EGM compliance closure.
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.
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