Q.Who is a proxy? State the legal provisions relating to proxies under Section 105 of the Companies Act, 2013.

A member unable to attend a meeting in person is not thereby deprived of his vote — the law lets him appoint someone else to attend and vote for him.

A proxy is a person appointed by a member of a company to attend a meeting and vote on his behalf, in circumstances where the member himself is unable to be personally present. This right is available under Section 105 of the Companies Act, 2013 to every member of a company having a share capital who is entitled to attend and vote; a member of a company without share capital may appoint a proxy only if the Articles permit it.

Key legal provisions under Section 105:

• The proxy need not be a member of the company himself.
• The instrument of proxy must be in writing and duly signed by the appointing member (or his authorised attorney), and must be deposited with the company at least 48 hours before the meeting for it to be effective.
• A proxy is entitled to vote only on a poll, not on an ordinary show of hands (unless the Articles say otherwise, or the company is a One Person Company); he has no right to speak at the meeting or to move any resolution — his role is limited strictly to casting the vote he has been authorised to cast.
• Limit on multiple appointments: one person may act as proxy for members not exceeding fifty, holding in aggregate not more than 10% of the total voting share capital; a member holding more than 10% of the voting share capital may, however, appoint a single person as his sole proxy, and that proxy cannot then represent anyone else. …

Students often state that a proxy can vote on a show of hands, or that he can speak and move resolutions like a member — under Section 105 a proxy's voting right is norm …