EGM
Extraordinary General Meeting
Any general meeting of shareholders other than the AGM. Called for time-sensitive special business between AGMs — capital raises, AoA changes, name changes.
An Extraordinary General Meeting (EGM) is any general meeting of the members other than the Annual General Meeting (AGM). Governed by Section 100 of the Companies Act 2013 read with Rule 17 of the Companies (Management and Administration) Rules 2014.
Who can call an EGM:
- The Board of Directors, suo motu.
- The Board, on requisition by members holding at least 1/10th of paid-up capital carrying voting rights (Section 100(2)).
- If the Board fails to call within 21 days of a valid requisition, the requisitionists themselves may call the EGM within 3 months.
- The Tribunal (NCLT) under Section 98, in exceptional cases.
Notice requirements:
- Not less than 21 clear days by written notice (Section 101). 'Clear days' excludes the date of sending and the date of meeting.
- Shorter notice is permitted with consent of members holding at least 95% of the paid-up capital carrying voting rights (or 95% of total voting power for companies without share capital).
- Notice must include: time, date, venue (or video-conferencing details), explanatory statement under Section 102 for special business, and the text of the resolutions to be proposed.
Procedural compliance:
- Quorum (Section 103): for a private company — 2 members personally present; for a public company — 5 / 15 / 30 members depending on number of members.
- Voting: poll, e-voting (mandatory for companies covered under Rule 20), and show of hands. Listed companies must offer remote e-voting.
- Minutes prepared and signed within 30 days (Section 118, SS-2).
- MGT-14 filed for special resolutions within 30 days.
Typical EGM agenda items in Indian startups:
- Approval of fresh issue of CCPS / CCDs / equity (Section 62)
- Increase in authorized capital (Section 61) — triggers SH-7
- Change of name (Section 13) — triggers INC-24
- Alteration of AoA / MoA (Section 14)
- Appointment / removal of director (Section 152 / 169)
- Loan to directors (Section 185), inter-corporate loans (Section 186)
Virtual EGMs were enabled by MCA general circulars during COVID-19 and remain permitted subject to compliance with the procedural framework.
Formal decision passed by the Board of Directors. Three types: ordinary, special, and circular — each with distinct procedure and use cases.
ROC filing for resolutions and agreements under Section 117. Required for special resolutions and specified Section 179(3) board resolutions. Due within 30 days.
ICSI's mandatory standard governing AGMs and EGMs — notice, quorum, voting, poll, and minutes. Mandatory under Section 118(10).
Statutory record of proceedings of board, committee, and general meetings under Section 118. Must be prepared and signed within 30 days; binding evidence in court.