Extra Ordinary General Meeting (EGM)
All the general meetings of the company other than the Annual General Meeting (AGM) are called Extra Ordinary General Meeting (EGM) of the company. There is no restrictions regarding the time and place of the EGM. Unlike the AGM, it can be held on public holidays and at a place other than the registered office of the company. However, an EGM of the company excluding that of wholly owned subsidiary of a company incorporated outside India must be held in India.
All business transactions other than ordinary business which requires immediate approval shall be done by convening an EGM. An explanatory statement containing material facts concerning each item of such special business to be passed at the general meeting shall be attached to the notice calling such meeting.
The general meeting shall be convened by sending 21 clear days notice (excluding date of notice and date of the meeting) in either writing or electronic mode to:
- All the members of the company, legal representative of any deceased member or the assignee of an insolvent member;
- Statutory Auditor of the company
- All the directors of the company
Notice of EGM
Private company may specify any number of days lesser than 21 days as notice period for convening of General Meeting in its articles. However, other companies may call a general meeting after giving shorter notice if the consent if given by:
- Members majority in number and holding 95% or more of paid up capital of the company having right to vote at that meeting; ; in case of company having share capital
- Members holding 95% or more of total voting power exercisable at that meeting; ; in case of company not having share capital
The board may call for an EGM as and when it deems fit to discuss on special business transactions of the company.
EGM on Requisition by Members
The members may also ask the board to convene an EGM on a requisition made for discussion of any business. Such an EGM shall be called by the board if:
- Members holding 1/10th of Paid up capital having the right to vote, as on date of receipt of requisition; in case of company having share capital
- Members holding 1/10th of Total Voting power of all members having the right to vote, as on date of receipt of requisition; in case of company not having share capital
The signed requisition shall contain the matters for discussion at the meeting and sent to the registered office of the company. The board shall within 21 days from the date of requisition proceed to call a meeting on a day not later than 45 days from date of requisition. If board does not proceed, the requisitionists may call the meeting themselves within 3 months from date of requisition.
Power of Tribunal to call Meeting of Members
If the EGM is not able to be called as prescribed above or as per the Act or the articles, the director or member having right to vote can apply to tribunal to call for a meeting. The tribunal may call a meeting when it thinks fit either by itself or on an application by such director or member and give such directions as it deems fit including a direction that one member present in person or proxy shall also constitute a proper meeting.