Proxies Provisions under Companies Act, 2013

Proxy Applicable Provisions:

Section 105 of Companies Act, 2013

Rule 19 of Companies (Management and Administration) Rules, 2014

Meaning:

A person who can attend and vote in general meeting on behalf of the member of the company.

Applicability:

Unless the Article provides this section shall not be applicable to the company having no share capital.

Appointment:

• CG may notify the class or classes of company /companies that shall not have right to appoint
• Form MGT 11 to be filed by the member. Further, it needs to be in writing and signed by the member and any other format is not admissible.
• Form shall be deposited within 48 hours or it may require any longer period prescribed in Article before commencement of the meeting at Registered Office.
• A person can become proxy for maximum 50 members and their holding is in aggregate of 10% of Share Capital carrying voting rights.
• In case of Section 8 company, only the member of such section 8 company is entitled to become proxy for another member.
• Company, at its own expense cannot invite to its member for appointing proxy. If invited, fine up to Rs. 50,000 will be imposed to every officers of the company who issues the invitation. Provided the officer is not liable by reason if proxy form and list of persons provided who are willing to appointed as proxy on the direction of members.

Rights of the proxy:

• Attending meeting.
• Voting on poll.

Disabilities of proxy:

• A proxy has no right to speak at the meeting.
• A proxy cannot be a chairman in the meeting.
• He will not be counted in quorum.
• He cannot vote by show of hands

Disclosure in Notice of GM:

• In every notice of general meeting the company shall state that a member who is entitled to attend and vote can appoint proxy on his behalf and that proxy need not to be a member (except in the case of Section 8 company).
• If there is any default made in compliance with this provision, penalty of Rs.5000 will be imposed.

Inspection:

• Any member is entitled to inspect proxy forms within 24 hours prior to the general meeting to the conclusion of such general meeting.
• Notice for inspection required to be given by the member at least 3 days before the commencement of meeting.

Additional Points:

If member attends the meeting, after appointment of proxy, the rights of proxy shall be revoked.