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Extraordinary General Meeting (Section 100)

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: Verify Credentials →

Service: End-to-end convening and conduct of an extraordinary general meeting.

Fees: EGM service starting from INR 9,999 (Exl GST and Govt. Charges), one-time.

Covers: Notice, explanatory statement, proxies, voting, conduct and minutes.

Triggered by: M&A, capital changes, MoA or AoA amendments and other urgent matters.

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EGM: Overview and Quick Summary

📌 TL;DR - EGM Services at a Glance

An extraordinary general meeting under Section 100 is any general meeting of members other than the AGM, called for urgent or special business that cannot wait. It can be convened by the Board, or by the Board on a requisition from members holding at least one-tenth of voting rights, on a clear 21 days’ notice with an explanatory statement, and all its business is special business.

ParameterDetail
Governing ProvisionSection 100 with Sections 101, 102 and 105 and SS-2
Who can callBoard, Board on requisition, or requisitionists if Board fails
Requisition thresholdMembers holding at least 1/10th of voting rights
CostPatron fee from INR 9,999 (Exl GST and Govt. Charges), one-time
NoticeClear 21 days with explanatory statement; shorter with 95 percent consent
Requisition timelinesBoard calls within 21 days; meeting held within 45 days
BusinessAll special business; explanatory statement under Section 102

EGM services from Patron Accounting cover the board approval, the notice and explanatory statement, the proxies and voting, the conduct of the meeting and the minutes, plus filing any resolutions in MGT-14 where applicable. It is the meeting behind major corporate decisions taken between AGMs. Our team has supported 10,000+ businesses since 2009.

Many EGM matters have their own service: a change in object clause or a change in authorised capital is approved at an EGM, and the wider yearly compliance runs through our private limited company compliance service. Where the meeting is the routine annual one rather than an event-driven EGM, the annual general meeting service applies instead.

What Is an Extraordinary General Meeting?

An extraordinary general meeting is any general meeting of a company’s members other than the annual general meeting. It is convened under Section 100 to transact urgent or special business that needs member approval before the next AGM.

Because it deals only with special business, every item on the EGM agenda is supported by an explanatory statement. It is the meeting through which members approve major decisions, such as altering capital, amending the constitution or removing a director, at the time the decision is needed.

Key Terms for EGM:

  • Requisition: A members’ demand, by those holding at least 1/10th of voting rights, that the Board call an EGM.
  • Special Business: All business at an EGM, each item carrying an explanatory statement under Section 102.
  • Explanatory Statement: The statement attached to the notice setting out the material facts of each item.
  • Proxy: A person appointed by a member to attend and vote; need not be a member, not counted for quorum.
  • Special Resolution: The 75 percent majority resolution many EGM matters require.
APL-05 EGM
Section 100 21-Day Notice

When Is an EGM Called?

An EGM is called whenever a matter needs the members’ approval before the next AGM. It is event-driven rather than calendar-driven.

  • Capital changes: Altering authorised capital, a preferential issue, a buyback approval or a reduction of capital.
  • Constitution changes: Amending the memorandum or articles, including the object clause or the name.
  • Mergers and restructuring: Member approvals required for an M&A or a scheme.
  • Director matters: Removal of a director or other appointments needing member approval before the AGM.
  • On requisition: Where members holding at least 1/10th of voting rights requisition a meeting on a matter.

Many of these matters have their own service; for example a change in object clause or a change in authorised capital is approved at an EGM, as is the removal of a director.

Our EGM Services

ServiceWhat We Do
Resolution and Agenda PlanningWe frame the resolutions and the agenda for the matter, and advise whether an ordinary or special resolution is needed.
Board ApprovalWe support the board meeting that approves the EGM, the notice and the explanatory statement, and authorises the signatory.
Notice and Explanatory StatementWe draft the clear 21-day notice and the explanatory statement under Section 102 for each item of special business.
Proxies and VotingWe prepare the proxy forms and set up the voting process, including a poll or e-voting where applicable.
Conduct and MinutesWe support the conduct of the EGM, confirm the quorum and draft the minutes in line with Secretarial Standard SS-2.
Requisition and FilingWe handle a members’ requisition where relevant and file resolutions with the ROC in Form MGT-14 where applicable.
Our Process

EGM Process: Step by Step

How Patron convenes and conducts the EGM, from identifying the matter to filing the resolutions in MGT-14.

Step 1

Identify the Matter

Decide the business, frame the resolution and confirm whether it is an ordinary or special resolution.

Resolution Ordinary/special
Matter 01
Step 2

Approve at the Board

Hold the board meeting to convene the EGM and approve the notice and explanatory statement, or act on a requisition.

Board approval Or requisition
Board 02
Step 3

Issue the Notice

Issue a clear 21 days’ notice with the agenda and the explanatory statement to members, directors and auditors.

21 clear days Section 102
21DAYS
Notice 03
Step 4

Arrange Proxies and Voting

Circulate proxy forms and set up the voting method, including a poll or e-voting where applicable.

Proxy forms Poll / e-voting
Proxies 04
Step 5

Hold the EGM

Conduct the EGM with the required quorum and transact only the business in the notice.

Quorum Notice business
Hold 05
Step 6

Pass and Record

Pass the resolutions, record the voting and draft the minutes in line with SS-2.

Resolutions SS-2 minutes
Record 06
Step 7

File Resolutions

File the resolutions that require filing with the ROC in Form MGT-14 where applicable.

MGT-14 Where needed
MGT-14
File 07

Documents Required for an EGM

  • Details of the matter and the proposed resolution.
  • Board resolution convening the EGM, or the members’ requisition.
  • Register of members for the notice and voting.
  • Material facts for the explanatory statement under Section 102.
  • Proxy forms and any e-voting details.
  • Valid DSC of the signatory for any ROC filings.

Need the full checklist? We share a ready EGM checklist when you engage us.

Common EGM Challenges and Solutions

ChallengeImpactHow Patron Accounting Solves It
Defective notice or explanatory statementA short or incomplete notice can invalidate the EGM. We issue a clear 21-day notice with a full Section 102 explanatory statement.
Right resolution typeMany EGM matters need a special resolution at 75 percent. We confirm the resolution type so the approval is valid.
Quorum at a requisitioned EGMAt a requisitioned EGM, if the quorum is absent the meeting is dissolved rather than adjourned. We plan attendance and proxies to secure the quorum.
Proxies and votingProxy and voting rules must be followed for the result to stand. We manage the proxy forms, the poll and any e-voting correctly.

EGM Service Fees

Fee ComponentAmount
Patron Accounting Professional Fees (one-time)Starting from INR 9,999 (Exl GST and Govt. Charges)
What it coversThe resolution and agenda, the notice and explanatory statement, the proxies and voting, the conduct support and the minutes
MCA filing fees on any MGT-14 and e-voting agency chargesSeparate, charged on actual basis
Fees for the underlying matter (capital or MoA change)Separate, charged on actual basis

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

MCA filing fees on any MGT-14, e-voting agency charges, and fees for the underlying matter such as a capital or MoA change are separate and charged on an actual basis. Contact us for a detailed quote.

Get a free EGM consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

EGM Timeline at a Glance

StageEstimated Timeline
Board approvalBoard meeting convenes the EGM and approves the notice
Notice periodClear 21 days’ notice to members, directors and auditors
Meeting and minutesEGM held, resolutions passed, SS-2 minutes and any MGT-14 follow
On a requisition: callBoard must proceed to call within 21 days of receipt
On a requisition: holdMeeting held within 45 days; else requisitionists may call within 3 months

An EGM runs over a few weeks. After the board approves it, a clear 21 days’ notice goes out, the meeting is held, and the minutes and any MGT-14 filings follow. On a members’ requisition, the Board must proceed to call the EGM within 21 days and hold it within 45 days of receipt, failing which the requisitionists may call it within three months. We plan the sequence so the EGM is valid and timely.

Key Benefits

Why Choose Professional EGM Support

Right Resolution Type and Agenda

The resolution type, ordinary or special, and the agenda are confirmed for the matter, so the approval is valid.

Notice and Statement Drafted Properly

The clear 21-day notice and the Section 102 explanatory statement are drafted properly for each item of special business.

Proxies, Quorum and Voting Handled

The proxy forms, the quorum and the voting, including a poll or e-voting, are handled correctly so the result stands.

Minutes per SS-2 and MGT-14 Filing

The minutes are drafted in line with SS-2, and the resolutions that require it are filed in MGT-14 where applicable.

Transaction Kept on Schedule

Convening the EGM correctly the first time keeps the underlying transaction, such as a funding round or an acquisition, on schedule.

Handled by Qualified CAs and CSs

The EGM is convened and run end to end by qualified Chartered Accountants and Company Secretaries.

Trusted by Businesses Across India

10,000+ Businesses Served | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years

"We needed shareholder approval for a capital change ahead of a funding round. Patron convened the EGM, ran the voting and filed the resolution." - Founder, technology company, Bengaluru.

"Patron handled our EGM to amend the object clause, from the notice and explanatory statement to the minutes. Clean and correct." - Director, services company, Pune.

Trusted by leading brands including Hyundai, Asian Paints and Bridgestone for accounting and compliance support.

With offices in Pune, Mumbai, Delhi, and Gurugram, Patron Accounting serves businesses across India - both in-person and remotely.

EGM Compared with an AGM

FactorEGM (Section 100)AGM (Section 96)
When heldAny time, for urgent or special businessOnce a year, within fixed timelines
TriggerAn event needing member approvalThe annual compliance cycle
BusinessAll special businessOrdinary business plus any special
Who can callBoard, or members on requisitionThe Board, as a yearly fixture

Matters Often Approved at an EGM

An EGM is the meeting through which many corporate actions are approved. Patron handles the underlying matter too.

Where the meeting is the routine annual one rather than an event-driven EGM, the annual general meeting service applies instead.

Legal and Compliance Framework

Calling an EGM: Section 100 of the Companies Act, 2013 allows an extraordinary general meeting to be called by the Board on its own motion, by the Board on a valid members’ requisition, or by the requisitionists themselves if the Board fails to act.

Requisition: Members holding at least one-tenth of the paid-up share capital with voting rights, or one-tenth of total voting power where there is no share capital, as on the date of receipt, may requisition an EGM, on which the Board must proceed to call the meeting within 21 days and hold it within 45 days.

Notice and business: A clear 21 days’ notice with an explanatory statement under Section 102 is given to members, directors and auditors, all EGM business being special business, with a shorter notice allowed on the consent of members holding 95 percent of the voting power.

Proxies and conduct: A member may appoint a proxy under Section 105 who need not be a member and is not counted for quorum, voting is by show of hands unless a poll or e-voting applies, and minutes are kept in line with Secretarial Standard SS-2.

Refer to the MCA portal for forms and to Section 100 on IndiaCode for the bare provision.

What is an extraordinary general meeting?

An extraordinary general meeting under Section 100 of the Companies Act, 2013 is any general meeting of a company’s members other than the annual general meeting. It is convened to transact urgent or special business that needs member approval before the next AGM, such as a capital change, an amendment to the memorandum or articles, or the removal of a director.

Who can call an EGM?

An EGM can be called by the Board of Directors on its own motion, by the Board on a valid requisition from members, or by the requisitioning members themselves if the Board fails to act on a valid requisition. In certain cases the Tribunal can also order a meeting to be called. Most EGMs are called by the Board for a specific matter.

How many members are needed to requisition an EGM?

Members holding at least one-tenth of the paid-up share capital of the company carrying voting rights, as on the date of receipt of the requisition, can requisition an EGM. For a company without share capital, members holding at least one-tenth of the total voting power can requisition. The requisition must state the matters and be sent to the registered office.

What is the notice period for an EGM?

An EGM requires a clear 21 days’ notice in writing or electronic mode to all members, directors and auditors, along with an explanatory statement under Section 102 for each item, since all EGM business is special business. A shorter notice can be given if members holding not less than 95 percent of the voting power consent to it.

What are the timelines on a requisitioned EGM?

On a valid requisition, the Board must proceed to call the EGM within 21 days of receipt, and the meeting must be held within 45 days of receipt of the requisition. If the Board fails to do so, the requisitioning members may call the meeting themselves within three months. These timelines are strict and protect the members’ right to be heard.

Can a member appoint a proxy at an EGM?

Yes. A member entitled to attend and vote at an EGM can appoint a proxy to attend and vote on their behalf, and the proxy need not be a member of the company. However, a proxy is not counted in determining the quorum. Voting on a resolution is by a show of hands unless a poll is demanded or the resolution is put to remote e-voting.

What is the difference between an EGM and an AGM?

An AGM under Section 96 is the routine annual meeting held within fixed timelines for ordinary business such as accounts, dividend and director rotation. An EGM under Section 100 is held at any time for urgent or special business that cannot wait for the next AGM. All business at an EGM is special business, and an EGM can also be called by members on requisition.

Are EGM resolutions filed with the ROC?

Resolutions passed at an EGM that require filing, such as special resolutions and certain others, must be filed with the Registrar in Form MGT-14, generally within 30 days of being passed. Since EGMs often approve special-resolution matters like capital or constitution changes, MGT-14 filing is common. We identify and file the resolutions that require it on time.

EGM kya hota hai?

EGM AGM ke alawa koi bhi general meeting hai, jo urgent ya special business ke liye Section 100 ke tahat bulayi jati hai.

EGM aur AGM me kya antar hai?

AGM har saal routine business ke liye hoti hai, jabki EGM kisi urgent ya special matter ke liye kabhi bhi bulayi ja sakti hai.

Quick Answers

What is it? Any general meeting other than the AGM.

Requisition? Members holding at least 1/10th of voting rights.

Notice? Clear 21 days with an explanatory statement.

On requisition? Board calls in 21 days, meeting within 45 days.

Why Get It Right

An EGM usually sits behind a time-sensitive decision. A funding round, an acquisition or a constitution change often cannot move until the members approve it, and a defective notice or the wrong resolution type can invalidate the meeting. Convening the EGM correctly the first time keeps the underlying transaction on schedule.

Convene your EGM - Call +91 945 945 6700 or WhatsApp us. We respond within 2 hours.

Convene Your EGM with Patron Accounting

An extraordinary general meeting under Section 100 is the members’ meeting for urgent or special business: convened by the Board or on a 1/10th requisition, on a clear 21 days’ notice with an explanatory statement, with proxies, voting and SS-2 minutes, and MGT-14 filing where required.

Getting the notice, the resolution type and the conduct right is what makes the approval stand. Patron Accounting, with qualified CAs and CSs and offices in Pune, Mumbai, Delhi and Gurugram, convenes and runs your EGM correctly for the matter at hand.

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Content Created: 3 June 2026  |  Last Updated:  |  Next Review: 4 September 2026  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed at least yearly and updated whenever Section 100 and the related Sections 101, 102 and 105, the requisition threshold and timelines, the notice rules, Secretarial Standard SS-2, or the MGT-14 filing requirement change. Freshness Tier 2.