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 \u2018proxy\u2019 also refers to an instrument by which a person is appointed as proxy.\u00a0<\/p>\n\n\n\n
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.\u00a0<\/p>\n\n\n\n
The provisions to appoint a proxy are as follows:<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n","protected":false},"excerpt":{"rendered":"
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 \u2018proxy\u2019 also refers to an instrument by which a person is appointed as proxy.\u00a0<\/p>\n