EGM Notice with Special Resolution Formats — Template
NOTICE OF EXTRAORDINARY GENERAL MEETING
{{company_name}}
CIN: {{cin}} | Registered Office: {{registered_office}}
NOTICE is hereby given that an Extraordinary General Meeting of the members of {{company_name}} will be held on {{meeting_date}} at {{egm_time}} at {{meeting_place}}, to transact the following special business:
- Drafting hint: the items below are alternative model resolutions — retain only the item(s) actually proposed, renumber them, and complete the corresponding explanatory statement for each retained item. Every item at an EGM is special business (Section 102(2)).
ITEM 1 — BORROWING POWERS [Section 180(1)(c)] — SPECIAL RESOLUTION
"RESOLVED THAT pursuant to Section 180(1)(c) of the Companies Act, 2013, the consent of the members be and is hereby accorded to the Board of Directors to borrow, from time to time, any sum or sums of money (apart from temporary loans obtained from the company's bankers in the ordinary course of business) notwithstanding that the moneys so borrowed, together with the moneys already borrowed, may exceed the aggregate of the paid-up share capital, free reserves and securities premium of the company, provided that the total amount so borrowed shall not at any time exceed ₹ ____________."
ITEM 2 — CREATION OF CHARGE / SECURITY ON THE ASSETS OF THE COMPANY [Section 180(1)(a)] — SPECIAL RESOLUTION
"RESOLVED THAT pursuant to Section 180(1)(a) of the Companies Act, 2013, the consent of the members be and is hereby accorded to the Board of Directors to mortgage, hypothecate, charge or otherwise create security on the whole or substantially the whole of the undertaking of the company, in favour of lenders, trustees or agents, to secure borrowings not exceeding the limit approved under Section 180(1)(c), on such terms as the Board may deem fit; such disposal by way of security being within the meaning of 'sell, lease or otherwise dispose of' under the said section."
ITEM 3 — LOANS, GUARANTEES, SECURITY AND INVESTMENTS BEYOND THE LIMITS [Section 186] — SPECIAL RESOLUTION
"RESOLVED THAT pursuant to Section 186 of the Companies Act, 2013, the consent of the members be and is hereby accorded to the Board of Directors to give loans, give guarantees or provide security in connection with loans, and to acquire securities of other bodies corporate, up to an aggregate amount of ₹ ____________, notwithstanding that the aggregate may exceed 60% of the paid-up share capital, free reserves and securities premium of the company, or 100% of its free reserves and securities premium, whichever is more."
ITEM 4 — CHANGE OF NAME OF THE COMPANY [Sections 4 and 13(2)] — SPECIAL RESOLUTION
"RESOLVED THAT pursuant to Sections 4 and 13(2) of the Companies Act, 2013, and subject to the approval of the Central Government (powers delegated to the Registrar of Companies) and the name reservation obtained, the name of the company be changed from '{{company_name}}' to '____________', and that the name clause of the Memorandum of Association and the Articles of Association be altered accordingly."
ITEM 5 — ALTERATION OF THE OBJECTS CLAUSE [Section 13(1)] — SPECIAL RESOLUTION
"RESOLVED THAT pursuant to Section 13(1) of the Companies Act, 2013, the objects clause of the Memorandum of Association of the company be and is hereby altered by ____________ [inserting the following new sub-clause(s) / substituting / deleting], and that the Board be authorised to file the special resolution with the Registrar and do all acts necessary to give effect thereto."
By order of the Board
For {{company_name}}
_______________________________
{{chairman_name}}
Director / Company Secretary
DIN / Membership No.: ____________
Place: __________________
Date: 31 July 2026
NOTES
- A member entitled to attend and vote may appoint a proxy (Form MGT-11), to be deposited at the registered office not less than 48 hours before the meeting; the proxy need not be a member.
- This notice is given not less than 21 clear days before the meeting (Section 101(1)). An EGM may be called at shorter notice with the consent of members holding a majority in number of the members entitled to vote and representing not less than 95% of the paid-up share capital giving a right to vote (or, for a company without share capital, not less than 95% of the total voting power) — the AGM threshold, by contrast, is 95% of the members entitled to vote.
- A special resolution requires votes cast in favour to be not less than three times the votes cast against (Section 114(2)).
- Filing: every special resolution must be filed with the Registrar in Form MGT-14 within 30 days of passing (Section 117).
- The explanatory statement under Section 102 in respect of each item is annexed and forms part of this notice.
EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013
[For each retained item, complete the skeleton:] Item No. ____ — ____________: The Board at its meeting held on ____________ approved the proposal to ____________. The material facts are: ____________ [state the business rationale, existing limits or position, proposed limits or change, and effect on the company]. None of the directors, key managerial personnel or their relatives is concerned or interested, financially or otherwise, in the resolution, except ____________ [state the nature and extent of interest, if any]. The Board recommends the resolution for approval of the members as a Special Resolution.
