Company Law and Practice · General Meetings

Extraordinary General Meeting (EGM) under Section 100

Updated 11 October 2026 · Fact-checked

An extraordinary general meeting is any general meeting other than the annual general meeting. Under Section 100, the Board may call it whenever it deems fit, and must call it on a valid requisition by members holding at least one-tenth of the voting paid-up capital. If the Board fails, the requisitionists can call it themselves.

Understand Extraordinary General Meeting (EGM)

A company must hold an annual general meeting every year for routine business. But urgent matters cannot always wait for the AGM. A extraordinary general meeting (EGM) is a general meeting held to deal with such matters at any time of the year.

There are two routes to an EGM. In the first, the Board calls it on its own whenever it thinks fit. In the second, members force the issue by sending a requisition. The Board then has a legal duty to act.

The law protects minority members. If the Board sits on a valid requisition, the requisitionists are allowed to call and hold the meeting themselves. The company must reimburse their reasonable expenses, and the amount is deducted from the fees or remuneration under Section 197 of the directors who were in default.

The Tribunal is a further safety net. Under Section 98, if it is impracticable to call or conduct a meeting other than an AGM in the normal way, the Tribunal can order one. It can even direct that one member present in person or by proxy forms the meeting.

Remember the difference from the AGM. An AGM is compulsory every year and deals with routine business. An EGM is held only when needed and deals with special business. Section 97 gives the Tribunal power over a defaulting AGM, while Section 98 covers other meetings.

Key rules to remember

Board's power to call: Board may call an EGM whenever it deems fit (Section 100(1)); The EGM must be held at a place within India. The exception is a wholly owned subsidiary of a company incorporated outside India.
Requisition threshold (company with share capital): Requisitionists must hold ≥ 1/10 of the paid-up share capital that carries the right of voting, on the date the requisition is received; Count only voting paid-up capital, and count it on the date of receipt, not the date of signing.
Requisition threshold (company without share capital): Requisitionists must hold ≥ 1/10 of the total voting power of all members having a right to vote, on the date of receipt; Section 100(2)(b).
Form of requisition: Set out the matters for consideration + signed by the requisitionists + sent to the registered office; Section 100(3). A requisition missing any of these is not a valid requisition.
Board's time limits: Within 21 days of receiving a valid requisition, the Board must proceed to call a meeting for a day not later than 45 days from the date of receipt; Section 100(4).
Requisitionists' right to call: If the Board does not act, requisitionists may call and hold the meeting within 3 months from the date of the requisition; They must call and hold it in the same manner as the Board would (Section 100(5)).
Expenses: Reasonable expenses are reimbursed by the company and deducted from Section 197 fees or remuneration of the directors in default; Section 100(6).
Members' resolution at a meeting (Section 111): Requisition deposited at the registered office not less than 6 weeks before the meeting for a resolution notice, or not less than 2 weeks before for any other requisition; The requisitionists must have the number of members required under Section 100. A sum reasonably sufficient for expenses must be deposited. Penalty for default is ₹25,000 on the company and every officer in default.

How to solve Extraordinary General Meeting (EGM) questions

Use this method for any question on calling an EGM. Most problems ask whether a requisition is valid and what happens next.

1Identify who is acting: the Board on its own, or members by requisition.
2Check the threshold. Does the company have share capital? If yes, compute one-tenth of the paid-up voting capital on the date of receipt and compare it with the requisitionists' holding.
3Check the form. Are the matters stated, are the signatures of the requisitionists there, and was it sent to the registered office?
4Apply the timeline. Count 21 days from receipt for the Board to proceed to call, and check that the meeting date is not later than 45 days from receipt.
5If the Board failed, state that the requisitionists may call and hold the meeting within 3 months from the date of the requisition, in the same manner as the Board.
6Deal with the costs: reasonable expenses are reimbursed by the company and deducted from Section 197 remuneration of the directors in default.
7Mention the Tribunal under Section 98 if the facts show it is impracticable to call or hold the meeting normally.
8Write a clear conclusion that answers the exact question asked.

Quickest way: Threshold-Form-Timeline check

When to use it: Use it for short-answer or case-based questions where you must decide quickly whether members can call an EGM.

Threshold: holding ≥ 10% of voting paid-up capital on the date of receipt?
Form: matters stated, signed, sent to the registered office?
Timeline: Board acted within 21 days and fixed a date within 45 days?
If all three of the first checks are satisfied and the Board failed on the timeline, members call within 3 months of the requisition.
Close with the expense rule and cite Section 100.

Common mistakes in Extraordinary General Meeting (EGM)

Counting one-tenth of total share capital instead of voting paid-up capital.
Students remember '10%' and forget the base the Act uses.
Fix: Always write: one-tenth of the paid-up share capital that carries the right of voting, as on the date of receipt.
Saying the Board must hold the meeting within 21 days.
The 21 and 45 day figures are mixed up.
Fix: The Board must proceed to call within 21 days, and the meeting date must be not later than 45 days from receipt.
Letting the requisitionists call the meeting within 3 months of the Board's default.
The starting point of the 3 months is misread.
Fix: The 3 months run from the date of the requisition, not from the date of the Board's failure.
Treating any letter from members as a valid requisition.
Students overlook the conditions in Section 100(3).
Fix: Check that it sets out the matters, is signed by the requisitionists and is sent to the registered office.
Confusing Section 97 with Section 98.
Both give the Tribunal power to call meetings.
Fix: Section 97 is for default in holding the AGM. Section 98 is for meetings other than the AGM where calling or holding is impracticable.
Forgetting who bears the cost when members call the meeting.
Students stop once the meeting is held.
Fix: State that the company reimburses reasonable expenses and recovers them from Section 197 remuneration of the directors in default.

Worked examples

Example 1

Meridian Textiles Ltd has paid-up voting share capital of ₹50,00,000. Members holding shares worth ₹4,00,000 send a signed requisition, stating the matters, to the registered office asking for an EGM. Can they compel the Board to call an EGM?

Show the solution

Provision: Under Section 100(2)(a), the Board must call an EGM on a requisition by members holding not less than one-tenth of the paid-up voting capital on the date of receipt.
Compute: One-tenth of ₹50,00,000 = ₹5,00,000.
Compare: The requisitionists hold ₹4,00,000, which is less than ₹5,00,000.
Form is correct, but the threshold is not met, so the requisition is not valid under Section 100.

Answer: No. The holding of ₹4,00,000 is below the required ₹5,00,000, so the Board is not bound to call the EGM on this requisition.

Example 2

Kaveri Foods Ltd received a valid requisition on 1 March from members holding more than one-tenth of the voting paid-up capital. The Board took no action. What can the members do, and who bears the expenses?

Show the solution

Provision: Under Section 100(4), the Board must, within 21 days of receipt of a valid requisition, proceed to call a meeting for a day not later than 45 days from receipt.
Analysis: The Board did nothing, so it has defaulted on both limits.
Members' remedy: The requisitionists may call and hold the meeting themselves within 3 months from the date of the requisition, in the same manner as the Board would call it (Section 100(4) and (5)).
Costs: Reasonable expenses incurred by the requisitionists are reimbursed by the company, and the sums are deducted from fees or remuneration under Section 197 payable to the directors in default (Section 100(6)).

Answer: The requisitionists can call and hold the EGM themselves within 3 months from the date of the requisition. The company must reimburse their reasonable expenses and recover them from the remuneration of the defaulting directors.

Exam tips

Quote the threshold exactly: one-tenth of voting paid-up capital on the date of receipt. Examiners look for this phrase.
Write the 21-day and 45-day limits separately, and then the 3-month period for requisitionists.
In case studies, check the threshold and the form of the requisition before discussing the remedy.
For 'difference between AGM and EGM', use points: compulsory or not, frequency, business, who can call, and Tribunal power (Section 97 versus Section 98).
Always end with a one-line conclusion citing Section 100.

Practice questions from General Meetings

Extraordinary General Meeting (EGM) in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Extraordinary General Meeting (EGM): frequently asked questions

Who can requisition an EGM under Section 100?

In a company with share capital, members holding not less than one-tenth of the paid-up voting share capital on the date of receipt can requisition it. In a company without share capital, members with not less than one-tenth of the total voting power can do so.

What is the time limit for the Board to call an EGM after a requisition?

The Board must proceed to call the meeting within 21 days of receiving a valid requisition. The meeting must be on a day not later than 45 days from the date of receipt.

Can members call the EGM themselves?

Yes, if the Board does not act within the 21-day period. They may call and hold the meeting within 3 months from the date of the requisition. They must follow the same manner in which the Board would call it.

Where must an EGM be held?

An EGM must be held at a place within India. The only exception is for a wholly owned subsidiary of a company incorporated outside India.

How does an EGM differ from an AGM?

An AGM is held every year for routine business. An EGM is held only when needed, either on the Board's decision or on members' requisition. For a defaulting AGM the Tribunal acts under Section 97, and for other meetings under Section 98.