EGM - Extraordinary General Meeting

An Extraordinary General Meeting (EGM) is any general meeting of a company's members held under the Companies Act, 2013 other than the Annual General Meeting (AGM). It is convened to decide urgent matters that cannot wait for the next AGM, such as removing a director, altering share capital, amending the memorandum or articles, or approving a scheme of merger. Every item transacted at an EGM is classified as "special business," so each must be accompanied by an explanatory statement.

Legal basis

Section 100 governs the calling of an EGM. Section 101 requires at least 21 clear days' notice (for an EGM, shorter notice is valid only with the consent of members holding at least 95% of the paid-up share capital carrying voting rights, or 95% of total voting power where there is no share capital), and Section 102 mandates an explanatory statement for all special business. Listed companies must also comply with ICSI Secretarial Standard SS-2 and SEBI (LODR) disclosure norms.

Who can call it

• The Board, on its own, whenever it considers it necessary.
• Requisitionists — members holding at least one-tenth of the paid-up share capital carrying voting rights (or one-tenth of total voting power where there is no share capital). If the Board does not, within 21 days, move to hold the meeting within 45 days, the requisitionists themselves may convene it within 3 months.
• NCLT, under Section 98, when it is otherwise impracticable to call or conduct a meeting.

How resolutions work

Depending on the item, an EGM may pass an ordinary resolution (e.g., removal of a director under Section 169) or a special resolution requiring a 75% majority (e.g., altering the articles under Section 14 or reducing capital). Resolutions and filings such as MGT-14 are submitted to the Registrar of Companies within the prescribed time.