Extra-ordinary general meeting (EGM) is called when any resolution is to be passed by the members of the Company. To hold EGM, it is necessary to complete all the procedures as per the provisions of the Companies Act, 2013. The relevant provisions of the Act regarding EGM have been mentioned here.
1. Who can call Extra-ordinary general meeting?
EGM may be called by:
- Board of Directors in their meeting
- Members of the Company on requisition. The members of a Company with Share Capital having 1/10th of paid-up Share Capital and having voting rights. The members of Company without Share capital having 1/10th of total voting power may call the meeting.
2. Notice of EGM
The notice of EGM should be sent at least 21 days in advance. However, the notice may be sent for a shorter period. The conditions to send shorter notice are as follows:
- In case of Company having Share Capital
The consent of majority of the members entitled to vote and representing at least 95% of paid up Shar Capital of the Company giving right to vote is required.
- In case of Company not having Share capital
The consent of members having 95% of the total voting power is required.
Note:
In case of Section 8 Company, 14 days’ notice is to be given
3. To whom the notice should be given?
The notice of the meeting should be given to:
- Every member, legal representative of the deceased member or assignee of insolvent member.
- Auditor of the Company
- Every Director
4. What happens when Board fails to call meeting on Members’ requisition?
The Board should call a meeting within 21 days of receipt of the requisition which should be held within 45 days of such requisition. If the Board fails to do so, then members may call and hold the meeting themselves within 3 months from the date of requisition.
All the expenses incurred in connection with the meeting incurred by the members should be reimbursed by the Company. Such amount should be deducted from the fee or other remuneration payable to the Directors who were in default.
5. Annexure to Notice
- Notes
- MGT-11: proxy form
- Attendance Slip
- Route map to the venue of the meeting
- Explanatory Statement for Special Business
6. Quorum of the meeting
- In case of Public Company
5 members personally present: if number of members is less than 1000
15 members personally present: if number of members is more than 1000 but less than 5000
30 members personally present: if number of members is more than 5000
- In case of Private company
2 members personally present
Note:
If at adjourned meeting, the quorum is not present within half-an-hour, then the members who are present are considered as quorum.
7. Adjournment of meeting
If the quorum is not present within half-an-hour, then meeting should be adjourned to same day in next week at same time and place. Other place, date and time may be decided by the Board.
However, the meeting called by requisitionist is cancelled when quorum is not present.
8. Notice in case of adjourned meeting
When meeting is adjourned or there is any change in day, time or place of meeting the notice should be given at least 3 days in advance or notice may be given by way of advertisement in the newspaper (One English and One Vernacular Language).
Disclaimer:
The information provided in this content is for general informational purposes only. You should always seek the advice of an expert before making any decisions based on the information provided. We do not warrant or guarantee the accuracy, completeness, or usefulness of the information provided. Any reliance you place on such information is strictly at your own risk. We are not responsible for any damages, losses, or expenses related to the use of this content.
07 December 2023 
