Q.Write a short note on Proxy.

A proxy is a person appointed in writing by a member to attend and vote at a meeting on his behalf; the proxy form must be deposited before the meeting; a proxy can vote on a poll but cannot generally speak or count in the quorum, and need not be a member.

Meaning: The word 'proxy' is used in two senses — (a) the person who is appointed to attend and vote at a meeting on behalf of a member, and (b) the instrument (proxy form) by which such appointment is made. It enables a member who is unable to attend a general meeting personally to still exercise his voting right through another.

Main features / rules:

1. Appointment — a member appoints a proxy by executing a written proxy form, signed by him, in the prescribed manner.
2. Deposit of proxy form — the completed proxy form must be deposited with the company at its registered office generally at least 48 hours before the meeting.
3. Who can be a proxy — a proxy need not be a member of the company; any competent person may be appointed (subject to any limit on the number of members/shares one person may represent).
4. Rights of a proxy — a proxy can attend the meeting and vote on a poll on behalf of the member. However, a proxy generally cannot speak at the meeting, cannot vote on a show of hands (only on a poll), and is not counted in the quorum. …