A person who is appointed by a member to attend and vote at a meeting in the absence of the member at the meeting is termed as a proxy. Thus proxy is an agent of the member appointing him. The term ‘proxy’ also refers to an instrument by which a person is appointed as proxy.
Section 105 of the Companies Act, 2013 gives right to a member of the company, who is entitled to attend and vote, can appoint another person as a proxy to attend and vote at the meeting on the behalf of a member. Section 105 also provides the manner to appoint a proxy.
The provisions to appoint a proxy are as follows:
Who can appoint a proxy?
Any member of a company who is entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf. A proxy must be a member in the case of companies with charitable objects and not for profit.
A Proxy can act on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital with voting rights. However, a Member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy for his entire shareholding and such a person cannot act as a proxy for any other person or shareholder.
If a proxy is appointed for more than 50 members, he shall choose any 50 members and confirm the same to the company before the commencement of a specified period for inspection. In case of failure, the company shall consider only the first 50 proxies received as valid.
Disabilities of proxy
A proxy is not eligible to speak at the meeting. Also, he is not eligible to vote by show of hands. A proxy is not included in the minimum number of members present at the meeting for the purpose of quorum.
Rights of proxy
A proxy has the right to attend the meeting. A proxy has the right to vote only on a poll. A proxy has the right to demand a poll if he is eligible under section 109 of the Companies Act, 2013.
Restriction on proxy
A member of a company registered under section 8 (Not for Profit Company) shall not be entitled to appoint any other person as his proxy unless such other person is also a member of such a company. A person appointed as proxy shall not act as proxy on behalf of more than fifty members and members holding in the aggregate more than 10% of the total share capital with voting rights.
A member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as a proxy, provided that such person shall not act as a proxy for any other person or shareholder of the company.
Time limit for deposit of proxy forms
The instrument appointing the proxy is required to be deposited with the company, 48 hours before the meeting. Any provision contained in the articles of the company, requiring a period longer than 48 hours shall have an effect.