Any general meeting of members other than the Annual General Meeting is an Extra-Ordinary General Meeting. Companies call an EGM when shareholder approval is needed on business that cannot wait for the next AGM, such as an increase in authorised capital, alteration of the Memorandum or Articles, issue of shares, or the appointment of a director.

This article walks through the complete EGM cycle, from the Board decision to call the meeting to filing of resolutions with the Registrar, with the timeline for each step.

Who Can Call an EGM

An EGM may be held at any place in India. A meeting called on requisition is required to be held at the registered office or at another place in the same city, town or village, during business hours (9 a.m. to 6 p.m.) on a day that is not a National Holiday. A wholly owned subsidiary of a company incorporated outside India may hold its EGM outside India, and specified IFSC companies may do so with the consent of all members.

Step-by-Step Procedure

Step 1: Board Meeting to Approve the Notice of EGM – before dispatch of notice

(Applicable to All Companies)

Section 173 of the Companies Act, 2013 read with SS-1

• The Board is required to approve the business to be transacted, the draft notice and explanatory statement, and the date, time and venue (or video conferencing arrangement) of the EGM.
• Where e-voting applies, the Board is required to appoint a scrutiniser, after obtaining his or her consent, and to fix the cut-off date.
• The Company Secretary or a director is usually authorised to sign and issue the notice and complete related filings.

Step 2: Notice of General Meeting to Members – at least 21 clear days before the EGM

(Applicable to All Companies)

Sections 101 and 102 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules, 2014 and SS-2

• Notice is required to be sent to every member, the legal representative of a deceased member, the assignee of an insolvent member, every director and the statutory auditors (and the secretarial auditor and debenture trustee, where applicable), by hand, post, courier or e-mail.
• Notice is required to be given at least 21 clear days before the meeting, excluding the day of sending and the day of the meeting, and placed on the company’s website, if any.
• An explanatory statement under Section 102 is required to be annexed, setting out the material facts, including the nature of concern or interest of directors, KMP and their relatives.
• In a meeting called on requisition, notice is required to be given within 3 days of receipt of a valid requisition. An explanatory statement is not required for items proposed by the requisitionists.
• The meeting may be called at shorter notice with the consent of a majority in number of members entitled to vote who represent at least 95% of the paid-up share capital carrying voting rights.

Step 3: Submission of Notice to Stock Exchanges – within 12 hours of dispatch of notice

(Applicable in case of Listed Company)

Regulation 30 read with Para A, Part A of Schedule III of the SEBI (LODR) Regulations, 2015

The notice of the general meeting is required to be submitted to the stock exchanges and hosted on the company’s website simultaneously.

Step 4: Newspaper Advertisement of Dispatch of Notice and E-Voting – at least 21 days before the meeting

(Applicable to Listed Companies and Companies having 1,000 or more members)

Section 108 of the Companies Act, 2013 read with Rule 20(4)(v) of the Companies (Management and Administration) Rules, 2014; Regulation 30 of the SEBI (LODR) Regulations, 2015

• An advertisement is required to be published, on completion of dispatch of notice, in one vernacular newspaper and one English newspaper circulating in the district where the registered office is situated.
• The advertisement is required to state the completion of dispatch, the cut-off date, the e-voting period, the manner of voting and the contact details for grievances.
• Listed companies are required to submit a copy of the advertisement to the stock exchanges and host it on their website within 24 hours of publication.

Step 5: Cut-off Date and Remote E-Voting – e-voting open for at least 3 days, closing at 5:00 p.m. on the day before the meeting

(Applicable to Listed Companies and Companies having 1,000 or more members)

Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014

• The cut-off date for determining voting eligibility is required to be not earlier than 7 days before the meeting.
• A scrutiniser is required to be appointed, after obtaining his or her consent, to scrutinise the e-voting and the voting at the meeting.
• Remote e-voting is required to remain open for at least 3 days and to close at 5:00 p.m. on the date preceding the meeting.

Step 6: Intimation of Record Date – at least 3 working days before the record date

(Applicable in case of Listed Company)

Regulation 42 of the SEBI (LODR) Regulations, 2015

Where a record date is fixed for a corporate action connected with the business of the EGM (such as a bonus or rights issue), prior notice is required to be given to the stock exchanges at least 3 working days in advance, excluding the date of intimation and the record date, stating the purpose of the record date. The intimation is also required to be hosted on the company’s website.

As clarified by the stock exchanges in February 2025, there is also required to be a gap of at least 3 working days between the date of Board or shareholder approval and the record date, excluding both dates.

Step 7: Holding the EGM – on the date fixed

(Applicable to All Companies)

Sections 100, 103 and 108 of the Companies Act, 2013 read with SS-2 and Rule 20 of the Companies (Management and Administration) Rules, 2014

• The meeting is required to have the prescribed quorum present: for a public company, 5, 15 or 30 members personally present depending on whether the membership is up to 1,000, between 1,000 and 5,000, or more than 5,000; for a private company, 2 members.
• Voting is required to take place by show of hands, or by poll or e-voting where applicable. Where e-voting has been offered, voting at the meeting is required to be by ballot or electronic means for members who have not already voted.
• An ordinary resolution is passed when votes cast in favour exceed votes cast against. A special resolution requires votes in favour to be at least three times the votes against.
• Members may participate through video conferencing or other audio-visual means as permitted until further orders under MCA General Circular No. 03/2025, following the conditions in General Circular No. 20/2020 and SS-2.

Step 8: Proceedings, Scrutiniser’s Report and Voting Results – proceedings within 12 hours; voting results within 2 working days

(Applicable in case of Listed Company)

Regulations 30 and 44(3) of the SEBI (LODR) Regulations, 2015 read with Rule 20(4) of the Companies (Management and Administration) Rules, 2014

• A summary of the proceedings of the meeting is required to be submitted to the stock exchanges within 12 hours of its conclusion.
• The scrutiniser is required to submit a consolidated report of the votes cast to the Chairman, who declares the result.
• Voting results, along with the scrutiniser’s report, are required to be submitted to the stock exchanges within 2 working days of the conclusion of the meeting and hosted on the company’s website.

Step 9: Minutes of the General Meeting – within 30 days of the meeting

(Applicable to All Companies)

Section 118 of the Companies Act, 2013 read with Paragraph 17 of SS-2

Minutes are required to be entered in the Minutes Book and signed by the Chairman within 30 days of the conclusion of the meeting.

Step 10: Filing of Resolution with ROC – within 30 days of passing the resolution

(Applicable to All Companies)

Section 117 of the Companies Act, 2013

Special resolutions, and the other resolutions listed in Section 117(3) (such as resolutions requiring a special majority or those altering the Articles), are required to be filed in e-Form MGT-14 with a certified copy of the resolution, the notice and the explanatory statement, and, where applicable, the members’ consent to shorter notice. Ordinary resolutions generally do not require MGT-14 unless specifically covered.

Post-Meeting Filings and Disclosures

Penalties for Non-Compliance

EGM at a Glance

Day 0 = Date of EGM