# Extraordinary General Meeting — Section 100
## Meaning
> An EGM is every general meeting of members other than the AGM.
It is convened to transact urgent business that cannot wait till the next AGM.
## Nature of Business
All business transacted at an EGM is treated as SPECIAL BUSINESS — therefore every notice must be accompanied by an Explanatory Statement under Section 102(1).
## Day & Time
- Any day except National Holiday (Note: even a public/religious holiday or Sunday is permissible)
- During business hours (9 AM to 6 PM)
## Place
| Type | Place |
|---|---|
| Indian Company | Anywhere in India |
| Wholly-owned subsidiary of foreign company | Anywhere in India OR outside India |
## Who can call an EGM?
```
1. Board of Directors (suo-moto)
2. Board on requisition of Members
3. Requisitionists themselves (if Board fails)
4. National Company Law Tribunal (NCLT) [Sec 98]
```
### 1. EGM by Board (Suo-moto)
- Board passes a Board Resolution
- Issues notice of 21 clear days (or shorter notice with consent of members holding 95% of paid-up capital or voting power)
- Exception: If quorum is not available because of other directors' absence from India, any director OR any 2 members can convene an EGM.
### 2. EGM by Members on Requisition (Board calls it)
Who can requisition (Section 100(2)):
- Company having share capital: Members holding at least 1/10th of paid-up share capital carrying voting rights
- Company without share capital: Members having at least 1/10th of total voting power
Rules for requisition:
- Requisition must state matters to be considered
- For more than one matter — eligibility threshold must be met independently for each matter
- Concurrence of one joint-holder = concurrence by all
Board's Duty:
- Within 21 days of receipt — call the meeting giving at least 21 days' notice
- Meeting date must be within 45 days of receipt of requisition
### 3. EGM by Requisitionists (Board Fails)
- If Board fails to call within 21 days OR fails to hold within 45 days, the requisitionists themselves may call the meeting
- Must be called in the same manner as the Board would call
- Held within 3 months of the date of deposit of requisition
- Expenses: All reasonable expenses to be reimbursed by the company to requisitionists. If not reimbursed, the company may deduct from sums due to defaulting directors.
### 4. EGM by Tribunal (Section 98)
Where it is impracticable to:
(a) call a meeting of a company (other than AGM) in any manner in which meetings are to be called, OR
(b) hold or conduct the meeting in the manner prescribed in the Act / AOA
Tribunal may, on its own motion or on application of any director / member entitled to vote, order a meeting with such ancillary or consequential directions as it thinks fit — including a direction that even one member personally present shall constitute the quorum.