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Extraordinary General Meeting (EGM)

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Nupur Wankhede

Table of Contents

An Extraordinary General Meeting (EGM) refers to a shareholder meeting convened outside a company’s regular Annual General Meeting cycle. It is typically called when matters requiring shareholder approval arise between annual meetings.

What Is an Extraordinary General Meeting

Definition

An Extraordinary General Meeting is a formally convened meeting of shareholders held to consider specific business matters that cannot wait until the next Annual General Meeting.

When and why it is called

An EGM may be convened when corporate actions, governance changes, or regulatory requirements arise during the financial year and require shareholder approval.

Examples include: approval of mergers, changes in share capital, amendments to constitutional documents, or appointment or removal of directors.

Unlike routine annual meetings, EGMs are called for non-recurring matters that arise outside the standard reporting cycle.

Why are Extraordinary General Meetings Held

EGMs are convened to place specific matters requiring shareholder approval before members between Annual General Meetings.

Common purposes can be grouped as follows:

Strategic Decisions

  • Mergers, amalgamations, acquisitions, or takeovers

  • Sale or transfer of substantial business undertakings

Capital and Financial Actions

  • Rights issues, bonus issues, share buybacks, or stock splits

  • Alterations to authorised share capital

  • Debt restructuring requiring shareholder consent

Governance Changes

  • Appointment or removal of directors

  • Amendments to the Articles of Association

  • Changes in board composition requiring shareholder resolutions

Legal and Regulatory Matters

  • Shifting of registered office between states

  • Actions arising from regulatory directions or statutory compliance requirements

  • Voluntary winding up, where applicable
     

These matters typically require formal shareholder resolutions, with urgency and statutory approval acting as the common drivers for convening an EGM.

Statutory Requirements for and Extraordinary General Meetings

Under the Companies Act, 2013, EGMs follow a defined statutory framework. Statutory requirements typically cover:

  • Issuance of a notice specifying date, time, place (or electronic mode), and business to be transacted

  • Minimum notice period of 21 clear days, unless consent for shorter notice is obtained as prescribed

  • Presence of quorum as defined under the Act or company articles

  • Consideration only of items listed in the meeting notice

  • Passing of ordinary or special resolutions based on the nature of the business

  • Recording of proceedings through formal meeting minutes

Calling an EGM

An Extraordinary General Meeting may be convened by:

  • Board of Directors, through a board resolution

  • Requisitioning shareholders, holding at least one-tenth of paid-up share capital carrying voting rights

  • National Company Law Tribunal (NCLT), in specific circumstances where statutory provisions are invoked

Example of an Extraordinary General Meeting

A listed company receives a merger proposal requiring shareholder approval. Since the matter arises mid-year, the board convenes an EGM to place the proposal before shareholders.

Agenda items may include:

  • Approval of the merger scheme

  • Appointment of additional directors, if required

  • Alterations to shareholding structure

Extraordinary General Meeting vs Annual General Meeting

Feature EGM AGM

Purpose

Specific non-routine matters

Statutory annual business

Timing

As required

Once every financial year

Scope of agenda

Limited to notified items

Includes financial statements, dividends, director appointments

Authority to convene

Board, shareholders, or NCLT

Board of directors

Typical matters

Mergers, capital changes, governance actions

Accounts adoption, auditor appointment

Conclusion

Extraordinary General Meetings form part of India’s corporate governance framework by facilitating formal shareholder consideration of business matters that arise outside the annual reporting cycle. Through a defined legal process, EGMs provide a formal channel for approving non-routine corporate actions as they occur.

Disclaimer

This content is for informational purposes only and the same should not be construed as investment advice. Bajaj Finserv Direct Limited shall not be liable or responsible for any investment decision that you may take based on this content.

FAQs

Who is authorised to call an Extraordinary General Meeting (EGM)?

An EGM may be called by the board of directors, eligible shareholders holding the prescribed voting rights, or the National Company Law Tribunal in specified situations.

Companies are generally required to provide at least 21 clear days’ notice, unless a shorter notice is permitted in accordance with statutory provisions.

Quorum requirements depend on the company’s membership size and are governed by the Companies Act, 2013, or the company’s Articles of Association.

EGMs address specific matters such as mergers, capital restructuring, governance changes, or regulatory approvals that arise outside the Annual General Meeting cycle.

Yes. Indian company law permits EGMs to be conducted through electronic means, subject to compliance with Ministry of Corporate Affairs guidelines.

An EGM is convened as needed for specific matters, while an AGM is a mandatory annual meeting covering routine statutory business.

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Hi! I’m Nupur Wankhede
BSE Insitute Alumni
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With a Postgraduate degree in Global Financial Markets from the Bombay Stock Exchange Institute, Nupur has over 8 years of experience in the financial markets, specializing in investments, stock market operations, and project management. She has contributed to process improvements, cross-functional initiatives & content development across investment products. She bridges investment strategy with execution, blending content insight, operational efficiency, and collaborative execution to deliver impactful outcomes.

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