Rules 17 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.
Rules 17 to 19 deal with three everyday features of a general meeting: how members who requisition an extraordinary general meeting (EGM) convene it themselves, how a company may serve notice of a general meeting electronically, and who may act as a proxy and in what form. This article follows the rules as amended up to G.S.R. 358(E) dated 30 May 2025 (forms), with the rule text per the MCA e-book to G.S.R. 801(E) of 27 October 2023. Later amendments should be checked.
Members who requisition an EGM must give the requisition in writing or electronically at least clear twenty-one days before the proposed date, and may hold it only at the registered office or in the same city or town, on any day except a national holiday (rule 17). A company may send a notice of a meeting by e-mail if it follows the conditions in rule 18. A proxy can act for not more than fifty members holding not more than ten per cent of voting share capital, and the appointment is in Form MGT-11 (rule 19).
Rule 17: an EGM called by the requisitionists
The right to requisition comes from section 100(4) of the Act (see Section 100: Extraordinary General Meeting). Rule 17 supplies the procedure for the meeting that the requisitionists convene themselves:
| Sub-rule | Requirement |
|---|---|
| 17(1) | The requisition is given in writing or through electronic mode, at least clear twenty-one days before the proposed date of the EGM |
| 17(2) | The notice specifies the place, date, day and hour and contains the business to be transacted. Explanation: the requisitionists must convene the meeting at the registered office or in the same city or town where it is situated, on any day except a national holiday |
| 17(3) | If a special resolution is proposed, notice is given as required by section 114(2) |
| 17(4) | The notice is signed by all the requisitionists, or by one authorised in writing by all the others, or sent electronically with a scanned copy of the signed requisition |
| 17(5) | No explanatory statement under section 102 need be annexed; the requisitionists may disclose their reasons for the resolutions |
| 17(6) | The notice goes to members whose names appear in the register of members within three days of the requisitionists depositing a valid requisition with the company |
| 17(7) | Where the meeting is not convened, the requisitionists have a right to receive a list of members with their registered addresses and shareholdings, made up as on the twenty-first day from receipt of the valid requisition, with changes, if any, before the expiry of forty-five days from receipt of the requisition |
| 17(8) | Notice is given by speed post, registered post or electronic mode; an accidental omission or non-receipt does not invalidate the proceedings |
Note that the three-day period in 17(6) runs from the date the requisitionists deposit a valid requisition with the company. The notice contents under sections 101 to 103 are explained in Sections 101 to 103: Notice, Quorum and Conduct of Meetings, and special notice in Rules 21 and 23. To prepare a requisition, notice or resolution properly, see our board resolution and legal documents service.
Rule 18: notice of the meeting, and notice by e-mail
Rule 18(1) says a company may give notice through electronic mode. The Explanation defines "electronic mode" as any communication sent by the company through its authorised and secured computer programme that is capable of producing confirmation and keeping a record of the communication, addressed to the person entitled at the last e-mail address provided by the member.
The remaining sub-rules lay down how e-mail notice works:
- 18(2): the notice may be sent as text, as an attachment, or as a notification giving an electronic link or Uniform Resource Locator.
- 18(3)(i): the e-mail is addressed to the person entitled as per the company's records or as provided by the depository. The company must give an advance opportunity, at least once in a financial year, to register an e-mail address or change it; the request can be made only by members who have no e-mail ID recorded or who wish to update one.
- 18(3)(ii): the subject line states the company's name, the type of meeting, the place and the date.
- 18(3)(iii): an attachment must be in Portable Document Format or another non-editable format, with a link or instructions for downloading the relevant software.
- 18(3)(iv): the company must use a system that confirms the total number of recipients e-mailed and records each recipient; this record, and any failed transmissions and re-sending, is retained as "proof of sending".
- 18(3)(v) and (vi): the obligation is satisfied when the company transmits the e-mail, and it is not responsible for failures beyond its control. If a member fails to provide or update an e-mail address, the company is not in default for not delivering by e-mail.
- 18(3)(vii): the company may use an in-house facility, its registrar and transfer agent, or a third-party bulk e-mail agency.
- 18(3)(viii): a notice made available through a link must be readable, and the recipient must be able to obtain and retain copies; the company gives the complete URL and details of how to access it.
- 18(3)(ix): the notice of the general meeting is placed simultaneously on the company's website, if any, and on the website notified by the Central Government.
Mode-of-service rules for e-voting notices are in rule 20; see Rule 20. Meeting practice outside the rules is covered by Secretarial Standards; see Revised Secretarial Standards SS-1 and SS-2.
Rule 19: proxies
- 19(1): a member of a company registered under section 8 cannot appoint any other person as proxy unless that person is also a member of the company.
- 19(2): a person may act as proxy for not more than fifty members, holding in aggregate not more than ten per cent of the total share capital carrying voting rights. The proviso allows a member holding more than ten per cent of the total share capital carrying voting rights to appoint a single person as proxy, who then may not act as proxy for any other person or shareholder.
- 19(3): the appointment is in Form No. MGT.11.
The section itself is explained in Section 105: Proxies at General Meetings (MGT-11) and the proxy limits in Proxy Rules Under Section 105. A template is available at Proxy Form (MGT-11).
A worked example
Five members of Orchid Pharma Limited (invented), together holding the shares needed under section 100, sign a requisition and deposit it with the company. If the Board does not convene the meeting, the requisitionists may call it themselves, at the registered office or in the same city or town, on a day that is not a national holiday, and give the notice by speed post, registered post or e-mail. They need not annex an explanatory statement but may state their reasons. A shareholder who holds twelve per cent of the voting capital appoints Mr Iyer as his proxy; Mr Iyer may then act for that shareholder alone.
Need help with meetings and notices?
A defective notice or a badly drafted requisition can put a meeting in doubt. We can draft the notice, requisition, proxy forms and resolutions, and check the e-mail trail against rule 18, through our board resolution and legal documents service.
Key takeaways
- A requisition needs clear twenty-one days before the proposed EGM date.
- The requisitionists' EGM is held at the registered office or in the same city or town, on any day except a national holiday.
- E-mail notice needs a proper subject line, a record of recipients and a website posting.
- A proxy acts for up to fifty members and ten per cent of voting capital, except for a holder of more than ten per cent, who appoints one proxy for himself alone.
- A section 8 company's member can appoint only another member as proxy.
Read next
- Section 100: Extraordinary General Meeting
- Proxy Rules Under Section 105: Fifty Members and Forty-Eight Hours
- Rule 20: e-voting, who must provide it and how it runs
- Rule 22: postal ballot procedure
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.