Article explains provision of Proxies under Section 105 of Companies Act, 2013 read with Rule 19 of the Companies (Management and Administration) Rules, 2019. Article explains appointment of proxy by Shareholdes / Members, Right of Proxies, Limits for appointment as a proxies, Penalty in case of contravention of provisions related to Proxies, Invitation to appoint Proxy, Proxy forms, Inspection of Proxy Form etc.

1 Member may appoint proxy Section 105(1) Member of the company entitled to attend the meeting and vote at the meeting shall have  a right to appoint another person as a proxy to attend and vote at the meeting on his behalf.
2 1st Proviso to section 105(1) Proxy shall have not any right to speak at the meeting and shall have right to vote except on a poll.
3 2nd Proviso to section 105(1) Unless AOA of the company otherwise provided, Section 150(1) shall not applicable of company having no share capital.
4 Limits for appointment as a proxies

3rd Proviso to section 105(1)

Person appointed as a proxy shall act on behalf of such no. of member(s) not more than 50 members.
5 Rule 19 of the Companies (Management and Administration) Rules, 2019 a. In case of Section 8 Company no member of this company shall have right to appoint proxy unless shall other person is also member of such company;

b. Maximum 50 No. of members on behalf of whom the a person can be appointed as a proxy and holding in aggregate maximum 10% of total share capital carrying voting rights.

c. Proxy form shall be in form MGT-11.

6 Statement in the Notice of Meeting Section 105(2) A prominent reasonable statement that a member entitled to attend and vote have right to appoint a proxy; or where that is allowed, one or more proxies, to and vote instead of himself and a proxy need not to be a member;
7 Penalty in case of  contravention Section 105(3) In case of contravention of section 105(2), then every officer in default of the company shall be punishable with Penalty which shall not be less  than  Rs. 5000.
8 Deposit of Form Section 105(4) 48 hrs before the company, for depositing with the company or any other person  any instrument appointment a proxy or any other document showing the validity or otherwise relating to appointment may be effective at such meeting, shall have effect as . if a 48 hrs had been specified in or required by such provision for such deposit.
9 Invitation to appoint Proxy Section 105(5) At the expenses of the company, invitation to appoint proxy a person or no. of person specified in  the invitation are issued to any member entitled to have a notice of the meeting sent to him and to vote thereat by proxy; every officer of the company who knowingly issues the invitations as aforesaid or willfully authorizes or permits their issue shall be punishable with fine which may extend to Rs. 1,00,000
10 Proviso to section 105(5)  An officer shall not be punishable under this sub-section by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy, or of a list of persons willing to act as proxies, if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.
11 Relevant points to be consider Section 105(6) Document appointing proxy-

a. shall be in writing;

b. signed by the member appointing proxy or his attorney duly authorized by him or in case appointer is any body corporate, be under its seal or be signed by an officer or an attorney duly authorized by it.

c. Proxy form shall be in form MGT-11.

12 Proxy forms Section 105(7) Proxy form shall be in form MGT-11.
13 Inspection of Proxy Form Section 105(8) During the period beginning 21 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, inspect the proxies forms filed, at any time during the business hours of the company, provided not less than three days’ notice in writing of the intention so to inspect is given to the company.

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March 2021