Extraordinary General Meeting (EGM)
Procedure, Notice Requirements, and MCA Compliance

An Extraordinary General Meeting (EGM) is a formal meeting of a company’s shareholders convened for any purpose that requires shareholder approval outside the regular Annual General Meeting (AGM) cycle. Under the Companies Act, 2013, nearly every significant structural or governance decision affecting an Indian company — from changing the company’s name or registered office, to removing a director, to increasing authorised capital, to ratifying an auditor’s appointment after a casual vacancy — requires either an Annual General Meeting or an Extraordinary General Meeting. Because the AGM is held only once a year, the EGM is the mechanism through which shareholders exercise their governance rights between annual meetings. The Companies Act, 2013 governs who can call an EGM (Section 100), the notice requirements (Section 101), the content of the agenda including the explanatory statement (Section 102), the quorum required (Section 103), and the types of resolutions that can be passed.

N D Savla & Associates, Chartered Accountants based in Mumbai, provides complete EGM organisation and compliance services for companies of all sizes: drafting the Board Resolution to call the EGM, preparing the EGM notice with the prescribed explanatory statement for each item of special business, dispatching the notice to all members and other entitled persons within the prescribed timelines, conducting the EGM in compliance with the Companies Act, recording the minutes within 30 days, and filing Form MGT-14 with the MCA21 portal at mca.gov.in within 30 days of the resolution for all resolutions that require MCA filing. An EGM is the procedural platform for many of the specific corporate actions covered on this website — director appointments and designation changes, director removal, auditor appointment and casual vacancy ratification, and many other shareholder-level decisions.

The EGM process has four distinct phases: calling the meeting (Board Resolution or shareholder requisition), issuing the notice (21 clear days, with explanatory statement for special business), conducting the meeting (quorum, voting, passing resolutions), and post-meeting compliance (minutes within 30 days, MGT-14 within 30 days of resolution, and any transaction-specific MCA filings). Missing any of these steps — particularly issuing an inadequate notice, not maintaining quorum, or failing to file MGT-14 for special resolutions — renders the resolution passed at the EGM potentially invalid, which can be challenged by shareholders or regulators. All EGM-related filings are done on the MCA21 portal at mca.gov.in.

Every general meeting of shareholders is either an Annual General Meeting or an Extraordinary General Meeting. The distinction is straightforward but important:

Annual General Meeting (AGM):

• Held once every financial year, within 6 months of the end of the financial year (by 30 September for companies whose financial year ends on 31 March)
• Mandatory for every company except OPCs; non-holding can result in default by every officer of the company
• Standard annual business: Adoption of financial statements, declaration of dividend (if any), appointment/re-appointment of directors retiring by rotation, appointment/re-appointment of auditors, and any other business
• AGM must be held at the registered office or in the city/town where the registered office is situated

Extraordinary General Meeting (EGM):

• Any general meeting other than the AGM
• Called when urgent or significant shareholder action is needed between AGMs
• No restriction on number of EGMs in a year
• Can be held anywhere in India (not restricted to registered office city)
• Can be convened with as few as 21 days’ notice (or less with 95% shareholder consent)
• The NCLT can direct an EGM where it is impracticable to call one otherwise
• Shareholders can requisition an EGM if the Board does not act

The most common route: the Board of Directors passes a Board Resolution to convene an EGM, specifying the purpose, date, time, and place. The Board of Directors can call an EGM at any time for any purpose that requires shareholder approval. Typical Board-called EGM triggers: a planned capital raise that needs shareholder approval, an acquisition requiring shareholder ratification, a proposed director appointment that cannot wait until the next AGM, filling a casual vacancy in the auditor’s office that requires member ratification within 3 months (see our Auditor Resignation Services), or an urgent change in the company’s capital structure.

Section 100(2) gives shareholders the right to requisition the Board to call an EGM. The requisition can be made by members holding not less than 10% of the paid-up share capital of the company (carrying voting rights), or, for companies without share capital, members holding at least 10% of the total voting power. The requisition must:

• Be in writing and signed by the requisitioning members
• State the reasons for calling the EGM (the matters to be considered)
• Be deposited at the registered office of the company

On receiving the requisition, the Board must:

• Call the EGM within 21 days of receiving the requisition
• The EGM must be held within 45 days from the date of receipt of the requisition
• If the Board does not call the EGM within 21 days, the requisitionists themselves can call the meeting (see below)

Where the Board does not call the EGM within 21 days of receiving a valid requisition, the requisitionists (or a majority of them representing more than half of the total voting rights of all the requisitionists) may themselves call the EGM, within 3 months from the date of the requisition. The EGM called by the requisitionists must be convened in the same manner as an EGM called by the Board (same notice requirements, quorum, etc.). The company is required to reimburse all reasonable expenses incurred by the requisitionists in calling and conducting the EGM, and these expenses shall be deducted from fees or other remuneration otherwise payable to the defaulting directors.

The National Company Law Tribunal (NCLT) has the power under Section 98 to call or direct the calling of a general meeting (including an EGM) if it is impracticable for the company to call or conduct the meeting in the manner prescribed by the Companies Act or the Articles of Association. This power is used in exceptional circumstances: where there is a deadlock on the Board preventing a meeting from being called, where disputes between shareholders make the normal meeting procedure unworkable, or where the NCLT determines it is just and equitable for a meeting to be held. An NCLT-ordered EGM may have modified notice, quorum, and conduct requirements as specified by the Tribunal.

Section 101 of the Companies Act, 2013 requires that a general meeting (including an EGM) be called by giving not less than 21 days’ clear notice. “21 clear days” means 21 complete calendar days, not counting the day of dispatch of the notice and not counting the day of the meeting itself. In practice:

• If the EGM is to be held on 30 September, the notice must be dispatched by 8 September or earlier (allowing 21 clear days: 9 September to 29 September = 21 days)
• Weekends and public holidays count toward the 21 days
• The notice must be issued to: every member; every director; every auditor (including the auditors of the company)
• For listed companies: Notice must also be sent to SEBI and the stock exchanges, and published in newspapers, as per SEBI LODR requirements

The 21-day notice requirement can be waived in specific circumstances. Section 101(1) allows an EGM to be called on shorter notice (less than 21 days) with the consent of members who:

• Hold not less than 95% of the paid-up share capital carrying the right to vote at the meeting (for companies with share capital)
• Have not less than 95% of the total voting power that may be exercised at the meeting (for companies without share capital)
• This consent must be in writing and given before or at the meeting
• In practice, shorter notice EGMs are used primarily in closely held private companies with a small number of shareholders where all shareholders can easily be contacted and give written consent
• For listed companies and companies with large numbers of shareholders, shorter notice is practically impossible — getting 95% of shareholders to consent in time is infeasible

Section 101(2) requires that every notice of a meeting specify:

• The date, day, and time of the meeting
• The place (physical address) of the meeting (or the video conferencing link if the meeting is through VC)
• The business to be transacted at the meeting — both “ordinary business” (if the EGM includes any) and “special business”
• A statement of the right of a member to appoint a proxy
• The attendance slip and proxy form (or a reference to where these can be obtained)
• For listed companies: Details of the e-voting facility (as required by SEBI LODR)

Section 102 is one of the most critical provisions for EGMs. Every notice of an EGM that includes “special business” (essentially any business other than the routine annual business items) must be accompanied by an explanatory statement. The explanatory statement must:

• Set out all material facts concerning each item of special business to be transacted at the meeting
• Disclose the nature and extent of any interest of every director, manager, KMP, and their relatives in each item of business (whether as shareholders, creditors, directors of related companies, or otherwise)
• Where the item involves the appointment of a director: the name, address, qualifications, experience, and other companies in which the proposed director serves
• Where the item involves a related party transaction: the full details of the transaction, the parties, the amounts, and any independent valuation
• Where a Special Resolution is proposed: the reasons why the resolution needs to be a Special Resolution

Section 103 of the Companies Act, 2013 prescribes the minimum number of members who must be personally present (or represented by proxy/authorised representative) for the EGM to be validly constituted:

• Private company: 2 members personally present constitute the quorum
• Public company with up to 1,000 members: 5 members personally present
• Public company with more than 1,000 but not more than 5,000 members: 15 members personally present
• Public company with more than 5,000 members: 30 members personally present
• These are the statutory minimums; the Articles of Association can prescribe a higher quorum

If the required quorum is not present within 30 minutes from the scheduled start time of the EGM, the meeting is automatically adjourned. Section 103(2) provides:

• If the meeting was called by or on the requisition of shareholders (Section 100(2)): The meeting stands dissolved (it does not reconvene)
• In all other cases (Board-called EGM): The meeting is adjourned to the same day, same time, and same place the following week
• At the adjourned meeting, the members present (however few) constitute the quorum, unless the Articles specify otherwise
• If the adjourned meeting also cannot be held for want of quorum within 30 minutes: The meeting is again adjourned

Almost any matter requiring shareholder approval under the Companies Act, 2013 can be transacted at an EGM. The following are the most commonly transacted items:

• Appointment of new director as Regular Director (Ordinary Resolution) — see Director Appointment service
• Removal of director before term expiry under Section 169 (Ordinary Resolution for most directors, Special Resolution for Independent Directors) — see Remove Director service
• Appointment of Managing Director, Whole-Time Director, or Manager (Ordinary Resolution or Special Resolution depending on circumstances)
• Approval of Managing Director/WTD remuneration where Central Government/shareholder approval is required (Special Resolution where applicable under Schedule V)
• Increase in number of directors beyond 15 (Special Resolution)

• Ratification of casual vacancy appointment within 3 months of Board appointment — see Auditor Resignation Services and Auditor Appointment Services
• New auditor appointment after mandatory rotation — see Auditor Rotation Services
• Removal of auditor before term expiry (Special Resolution, after Central Government approval under Section 140(1))

• Increase in authorised share capital (Ordinary Resolution unless Articles require Special Resolution)
• Issue of shares at a price below the face value (Special Resolution)
• Issue of shares through a rights issue, preferential allotment, or private placement (Special Resolution for private placement under Section 42)
• Buy-back of shares (Special Resolution for amounts above certain limits under Section 68)
• Reduction of share capital (Special Resolution + NCLT approval under Section 66)

• Change of company name (Special Resolution)
• Change of registered office from one state to another (Special Resolution + CG approval)
• Change of registered office within the same state (Ordinary Resolution)
• Alteration of Memorandum of Association — objects clause, liability clause (Special Resolution)
• Alteration of Articles of Association (Special Resolution)
• Conversion of private company to public company or vice versa (Special Resolution)
• Approval of borrowings exceeding paid-up capital plus free reserves (Ordinary Resolution under Section 180(1)(c))
• Approval of creation of charge on company assets (Ordinary Resolution under Section 180(1)(a))
• Approval of ESOP schemes (Special Resolution for listed companies under Section 62(1)(b))
• Winding up resolution (Special Resolution)

An Ordinary Resolution (OR) is passed when the votes cast in favour of the resolution by members entitled to vote are more than the votes cast against the resolution. The threshold is a simple majority — more than 50% of the votes cast (counting only those who vote, not those who abstain or are absent). Most routine shareholder decisions — director appointment, AGM business, certain borrowings — require only an Ordinary Resolution.

A Special Resolution (SR) requires the votes cast in favour to be not less than three times the votes cast against — effectively a 75% majority of those voting. A Special Resolution is required for all matters that the Companies Act specifically designates as requiring shareholder approval by a higher threshold, as well as any matter for which the Articles require a Special Resolution. Common matters requiring Special Resolution: change of name, change of memorandum, alteration of articles, reduction of capital, buy-back above limit, conversion of company type, winding up, mandatory rotation auditor appointment in certain contexts. The EGM notice must specifically state that a particular resolution is being proposed as a Special Resolution, and the explanatory statement must explain why.

Form MGT-14 — MCA Filing After EGM Resolutions

Form MGT-14 is the MCA filing used to report resolutions passed at General Meetings (EGMs and AGMs) that the Companies Act requires to be filed with the Registrar. Not every resolution passed at an EGM needs to be filed in MGT-14 — only those specified in Section 117(3).

Section 117(1) requires filing of every resolution and agreement within 30 days of passing. Section 117(3) lists the specific categories:

• Every Special Resolution
• Every resolution passed by the Board (not shareholders) as a unanimous resolution that would otherwise require a Special Resolution if passed by shareholders
• Resolutions for the appointment of managing director, whole-time director, or manager
• Resolution for approval of borrowings under Section 180(1)(c) (exceeding paid-up capital + free reserves)
• Resolution for approval of creation of charge under Section 180(1)(a)
• Every Ordinary Resolution passed for buy-back under Section 68
• Resolutions passed pursuant to Section 188 (related party transactions where shareholder approval is required)

Form MGT-14 must be filed on the MCA21 portal at mca.gov.in within 30 days of the date of the resolution. The form requires: the company’s CIN; the date of passing of the resolution; the type of resolution (Special Resolution / Ordinary Resolution); a description of the resolution; attachments (copy of the resolution and the explanatory statement, Minutes of the General Meeting or an extract thereof, and any other document relevant to the resolution); and the DSC of a director or the company secretary.

MGT-14 filed after the 30-day deadline attracts additional MCA fees in the same multiplier structure as other company forms (2× to 12× the base fee). More seriously, Section 117(2) provides that if a company fails to file MGT-14 within 30 days, the company and every officer in default shall be punishable with a fine of Rs. 10,000 and Rs. 100 for each day the default continues.

The MCA has allowed companies to hold general meetings including EGMs through video conferencing (VC) or other audio-visual means (OAVM) since 2020. The MCA has issued multiple circulars extending and refining this facility. The key requirements for a VC/OAVM EGM:

• The notice of the EGM must specify the VC/OAVM joining details (link, meeting ID, password)
• The company must provide a facility for members to participate in real-time and to speak (not just listen) on the items being discussed
• E-voting must be provided for all VC EGMs for all members (not just those joining via VC), since all members must have the opportunity to vote
• The Chairman and at least two directors (including the Whole-Time Director, if any) must be physically present at the venue (if there is a physical venue for the meeting)
• The proceedings must be recorded and the recording maintained as part of the company’s records
• The VC/OAVM EGM cannot be used for certain items that require physical presence: passing of resolutions where the company’s Articles mandate a postal ballot, or any transaction where physical inspection of documents is required

The following are the most frequently encountered EGM scenarios and the complete post-EGM compliance requirements for each:

Required resolutions: Special Notice (given by shareholders) + Ordinary Resolution (or Special Resolution for Independent Director removal). Post-EGM filings: Form DIR-12 within 30 days (for removal); Form MGT-14 within 30 days (for the OR/SR). If a replacement director is also appointed at the same EGM: DIR-12 within 30 days for the appointment (DIR-2 consent attached); no separate MGT-14 for the OR appointment (unless it is an SR). See our Remove Director service for the complete Section 169 removal procedure.

Required resolution: Ordinary Resolution ratifying the Board’s appointment to fill the casual vacancy. Must be held within 3 months of the Board Resolution. Post-EGM filings: no separate Form ADT-1 if the same auditor is being ratified (the ADT-1 was filed within 15 days of the Board Resolution); if a different auditor is appointed at the EGM, fresh ADT-1 within 15 days of EGM; Form MGT-14 not required for routine OR unless the specific resolution falls within Section 117(3). See our Auditor Resignation Services page.

Required resolution: Ordinary Resolution to increase authorised capital (unless Articles require SR). Post-EGM filings: Form SH-7 (Notice of alteration of share capital) within 30 days; Form MGT-14 within 30 days if a Special Resolution was required; Form PAS-3 if new shares are allotted.

Required resolution: Special Resolution. Post-EGM filings: Form MGT-14 within 30 days; Form INC-24 for Central Government approval of name change (after MGT-14 is processed). The name change is effective only after the Registrar issues the new Certificate of Incorporation. Until then, all business must be conducted under the existing name. Our Company Secretary services handle the complete name change process from EGM to new Certificate.

The concept of the Extraordinary General Meeting as a shareholder forum separate from the Annual General Meeting has roots in British company law and was incorporated into Indian company law through the Companies Act, 1913 and subsequently the Companies Act, 1956. The 1956 Act contained the core EGM provisions: Section 169 (calling of EGM by directors), Section 169A (requisition by shareholders), Section 186 (NCLT power), and detailed notice requirements. The 1956 Act’s EGM framework was substantially the same as what is in the 2013 Act, reflecting the continuity of the underlying shareholder governance principles.

The Companies Act, 2013 significantly enhanced the EGM framework in two ways: stronger disclosure requirements through Section 102 (explanatory statement) and the explicit requirement to disclose directors’ interests in all EGM agenda items; and the introduction of e-voting (Section 108) as a mandatory facility for listed companies and companies with 1,000+ shareholders. These changes democratised EGM participation by enabling shareholders who could not physically attend to vote electronically. Section 117 (mandatory MGT-14 filing) also strengthened the public disclosure of corporate resolutions.

The COVID-19 pandemic in 2020 forced a fundamental change in how EGMs were conducted. The MCA issued emergency circulars in April 2020 allowing companies to hold EGMs and AGMs through video conferencing. What began as an emergency measure has become an established practice, with MCA periodically extending the VC meeting facility. The VC EGM has significantly increased shareholder participation (particularly from retail investors who previously could not travel to physical meetings) while reducing the cost and logistics of conducting large shareholder meetings.

An AGM (Annual General Meeting) is the mandatory yearly meeting of shareholders held once per financial year (within 6 months of the financial year end). It covers routine annual business: financial statements, dividend declaration, director rotation, and auditor appointment. An EGM (Extraordinary General Meeting) is any other general meeting of shareholders, called when shareholder approval is needed outside the AGM cycle. An EGM can be called at any time during the year for any specific purpose. Both are governed by the same core procedural requirements (21-day notice, Section 102 explanatory statement, Section 103 quorum, MGT-14 filing).

Yes. Under Section 100(2) of the Companies Act, 2013, members holding at least 10% of the paid-up share capital (with voting rights) can send a written requisition to the Board demanding an EGM. The Board must call the EGM within 21 days of receiving the requisition, and the EGM must be held within 45 days. If the Board does not act within 21 days, the requisitionists themselves can call the EGM within 3 months of the requisition date, and the company must reimburse their reasonable expenses.

Yes, but only with the written consent of members holding at least 95% of the paid-up share capital carrying voting rights. In practice, this is feasible only for closely held private companies with very few shareholders. For companies with many shareholders, obtaining 95% consent for short notice is practically impossible. If the 95% consent is not obtained and the meeting is held on less than 21 days' notice, the resolutions passed can be challenged by any dissenting shareholder as passed without proper notice.

No. Only the categories specified in Section 117(3) need to be filed in Form MGT-14 within 30 days: every Special Resolution; resolutions for MD/WTD appointment; resolutions for borrowings above the Section 180(1)(c) threshold; resolutions for asset charges above the Section 180(1)(a) threshold; resolutions under Section 188 (related party transactions requiring shareholder approval); and buy-back resolutions. Routine Ordinary Resolutions (such as a routine director appointment at an EGM) do not generally require MGT-14 unless they fall within the specified Section 117(3) categories. For transaction-specific filings (DIR-12, ADT-1, SH-7, etc.), those are separate from MGT-14 and have their own deadlines. Our Company Secretary services identify all applicable post-EGM filings for each specific EGM.

Yes. MCA circulars (issued from 2020 onwards and periodically extended) allow companies to hold EGMs through video conferencing or other audio-visual means. The EGM notice must include the VC joining details; e-voting must be provided for all members; the chairman and at least two directors must be present (physically or by VC as per the circular); and the proceedings must be recorded. Listed companies must also comply with SEBI LODR requirements for VC general meetings. Always verify the current MCA circular in force before convening a VC EGM, as the requirements have been updated multiple times.