How to Draft Notice explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Overview
An Extraordinary General Meeting (EGM) is any general meeting of shareholders other than the AGM. It is called when urgent business needs shareholder approval that cannot wait until the next AGM. Sections 100, 101, and 102 govern the calling and conduct of EGMs.
When Is This Required?
An EGM is called when urgent matters require shareholder approval -- such as alteration of MOA/AOA, change of name, removal of a director, major related party transactions, or any matter requiring Special Resolution that cannot wait for the AGM.
Who Prepares This Document?
The Company Secretary or any authorized director prepares the EGM notice. The Board must first pass a resolution to convene the EGM.
Sample Format / Template
The following template is provided for reference and educational purposes only. It must be customized to the specific facts, circumstances, and Articles of Association of your company. Obtain professional advice before use.
CIN:
Registered Office:
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of the Members of will be held on , the day of , at at / through Video Conferencing / OAVM to transact the following business:
Item No. 1:
To consider and, if thought fit, to pass the following resolution as a Resolution:
"RESOLVED THAT pursuant to the provisions of Section and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), and subject to such approvals as may be required, ."
EXPLANATORY STATEMENT PURSUANT TO SECTION 102:
By Order of the Board of Directors
For
Company Secretary / Director
DIN/Membership No.:
Place: | Date:
Key Points to Remember
- 21 clear days notice required (can be shorter with 95% member consent for non-special resolutions)
- Explanatory statement under Section 102 is mandatory for all items
- Board must first pass a resolution to convene the EGM
- If EGM is requisitioned by members under Section 100, the Board must call it within 21 days and hold it within 45 days
- Quorum requirements are same as AGM -- minimum 2 members for private company, 5 for public (Section 103)
Key Facts About How to Draft Notice
- Applies in: All states across India, under the relevant central law.
- Mode: Mostly online via the official government portal.
- Typical timeline: Ranges from a few days to a few weeks depending on the case.
- Non-compliance: May attract penalties, interest or late fees.
- Expert help: TaxClue completes the entire process end to end for you.
What should be included in egm notice?
Date, time, venue, agenda items, explanatory statement (for special business), proxy form (for general meetings), and notes for members/directors.
How many days notice is required?
21 clear days for AGM/EGM (Section 101). 7 days for Board Meeting (Section 173(3)). Shorter notice is possible with required consents.
Over 90% of compliance penalties in India arise from missed due dates — timely handling can save businesses thousands of rupees each year.
How to Draft Notice: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.
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