Clause 42 of Table F (Schedule 1) stipulates that all meetings other than the annual general meetings are to be classified as special general meetings. The company's Board of Directors has the power to convene an Extraordinary General Meeting whenever, in its opinion, it considers it appropriate. The reason for the existence of an extraordinary general meeting is that, between two consecutive meetings, the annual general meeting takes place within a gap of about 18 months. This gap is compulsory and must be retained, but if an urgent matter arises between the two annual general meetings, it may be dealt with by way of an extraordinary general meeting. An extraordinary meeting may be called if the problems require the shareholder's consent. It can be understood that if the business to be handled is of an urgent nature and can not be put on hold until the next annual general meeting, an extraordinary general meeting may be called. Usually, in the following situations, an EGM may be called:

1) The Board may, on its own motion, call an extraordinary general meeting of the Board.

2) An EGM may be called by a director by a director and if they are called at a time and are not in India, then the director who is able to act and who is sufficient in number will be called to form the quorum.

3) An EGM may be appointed by the Board at a request made by the members in accordance with Section 100.

4) The requisitionists themselves may call it

5) Tribunal-The Tribunal or the NCLT may be called by an EGM.

The meeting shall be held on any day other than the national holiday and the procedure shall be laid down in the articles of association of the company for the convocation of an extraordinary general meeting.

The Companies Act, 2013 provides that all undertakings considered at an extraordinary general meeting shall be considered as special undertakings. EGM has different roles attached to it. The EGM is used to help the Board to understand certain issues that are significant in nature. It also places a duty on the company to provide shareholders with more information in the form of an explanatory statement on the business to be transacted. A notice to the EGM containing the relevant information, such as the nature of the concern or interest that may be financial or otherwise, is attached to the explanatory statement itself.

An amendment to Section 100 of the Companies Act has been introduced stating that, unless the company is a wholly-owned subsidiary of a company registered outside India, an extraordinary meeting shall be held in the territory of India for all remaining companies. Another amendment made to the Act is that there is a provision inserted in section 100, subsection 1, stating that, in the case of Specified IFSC Companies, the Board may hold its Extraordinary General Meeting at any location if the shareholders have given their consent. This includes places in or outside the territory of India.

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