Proxy — Section 105

A member entitled to attend and vote at a company meeting may not always be able to attend in person — they may be travelling, unwell, or simply unable to be present on the date fixed. The Companies Act, 2013 addresses this through the mechanism of a proxy.

Meaning

Under Section 105, a member of a company entitled to attend and vote at a meeting is entitled to appoint another person as his proxy to attend and vote at that meeting on his behalf, instead of himself. A proxy need not be a member of the company — with one notable exception: in the case of a company registered under Section 8 (a company formed for charitable or not-for-profit purposes), a proxy must himself be a member.

Rules Governing Proxies

• Form and deposit. The instrument appointing a proxy must be in writing, signed by the member (or their duly authorised attorney), and must be deposited with the company at least 48 hours before the meeting at which the proxy is to vote. A proxy appointed and deposited later than this is not valid.
• Right to speak. A proxy is not entitled to speak at the meeting, and is entitled to vote only on a poll — not by show of hands (since a show of hands, by convention, reflects only members personally present).
• Restriction on multiple appointments. A person can act as proxy for members not exceeding fifty (50) in number, and holding, in the aggregate, not more than ten percent (10%) of the total share capital of the company carrying voting rights. However, a single member holding more than 10% of such share capital may appoint one proxy, provided that person does not act as proxy for any other member.
• Notice of the right to appoint a proxy. Every notice calling a meeting of a company having a share capital must contain, with reasonable prominence, a statement that a member entitled to attend and vote is entitled to appoint a proxy (or, where allowed, multiple proxies) to attend and vote instead of himself, and that the proxy need not be a member.

Why the Restrictions Exist …