Article explains the provisions governing appointment of proxies under Section 105 of the Companies Act, 2013 and Rule 19 of the Companies (Management and Administration) Rules, 2014. A member entitled to attend and vote at a general meeting may appoint a proxy, who need not be a member except in the case of a Section 8 company, where the proxy must also be a member. A person may act as proxy for up to 50 members holding not more than 10% of the total voting share capital, while a member holding more than 10% may appoint only one proxy who cannot act for any other person. The proxy must be appointed in writing in Form MGT-11 containing prescribed details and deposited at the registered office at least 48 hours before the meeting, or submitted electronically if permitted by the Articles. A proxy may be revoked by written notice or by the member attending and voting in person. A proxy may attend the meeting and vote only on a poll, unless the Articles provide otherwise, and has no right to speak. Members entitled to vote may inspect proxy forms subject to the prescribed conditions.
Governing provisions of the Companies Act, 2013:
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Any member of a company entitled to attend and vote at a general meeting can appoint a proxy to attend and vote on their behalf. The proxy need not be a member of the company.
Procedure:
| Sr. No. | Steps |
| 1. | A person can act as proxy on behalf of up to 50 members and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights.
If a person holds more than 10% of the total share capital, may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. |
| 2. | Proxy must be appointed in writing and signed by the member or their authorized representative in Form MGT-11. If, appointer is a body corporate, the form should be under a seal or signed by an officer or attorney duly authorized by it. |
| 3. | Key contents of Form MGT-11:
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| 4. | The proxy form must be deposited at least 48 hours before the meeting or any provision in the articles of a company which specifies or requires a longer period than forty-eight hours at the registered office of the company. |
| 5. | It can be submitted in physical form at the registered office, or electronically via Email etc., if the company allows it in its Articles of Association. |
| 6. | A proxy can be revoked by the member:
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| 7. | Proxy can attend the meeting and vote on poll.
A proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll, unless the articles of a company otherwise provided. |
| 8. | Members entitled to vote can inspect the proxy forms, and requests for inspection are made at least 3 days in advance and the inspection is conducted:
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| 9. | A member of the company registered under section 8 shall not be entitled to appoint any other person as his proxy unless such other person is also a member of such company. (Rule 19) |
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*This document is for educational purposes only and does not constitute legal advice.
Author: Mr. Ramkishan Dhaker, Article Assistant at M/s Ronak Jhuthawat & Co, Practicing Company secretary Call: +91 98874 22212 Email: compliancerjac@gmail.com
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