# Appointment of Proxy

## What is a Proxy?

A proxy is a person appointed by a member to attend and vote at a general meeting on his behalf. The proxy acts as the agent of the appointing member.

## Key Rules Governing Proxies

#	Rule	Detail
1	Membership	Proxy need NOT be a member of the company
2	Separate proxy	A separate proxy form is required for each meeting
3	Cap on representation	A person can act as proxy for max 50 members OR for a member holding aggregate ≤ 10% of total share capital carrying voting rights
4	Section 8 Company	Only a member can be appointed as proxy
5	Voting	Proxy can vote only on a poll (not on show of hands)
6	Right to speak	Proxy has NO right to speak at the meeting
7	Form	Proxy form is in Form MGT-11
8	Deposit	Proxy form must be deposited at least 48 hours before the meeting
9	Companies without share capital	Proxy provisions do NOT apply
10	Inspection of Proxy Register	Member must give 3 days' notice in writing; can inspect only during the period beginning 24 hours before commencement of meeting
11	No invitation	Company cannot issue invitations at its expense inviting members to appoint a particular person as proxy
12	Revocation	A proxy may be revoked by the member
13	Adjourned meeting	A proxy validly appointed remains valid for the adjourned meeting
14	Two proxies submitted	If two proxy instruments are submitted by the same member, the one submitted later (second in time) prevails

## Quick Visual: Limits on Proxy Holding

```

Person X can act as proxy for:

EITHER

→ Up to 50 members

→ A single member holding ≤ 10% of total voting share capital

```

## Punishment for Inviting Proxies at Company's Expense

Director/officer who knowingly issues such invitation is punishable with fine.

## Key Takeaway

The proxy rules contain numerous numerical thresholds (48 hours, 24 hours, 3 days, 50 members, 10%) — these are highly testable. Note the special Section 8 company rule.

Worked example

### Example 1

Example 1 — Proxy Limits:

Mr. R is asked to act as proxy for 75 members of XYZ Ltd. (none holding more than 1% individually). Can he act for all?

Solution: No. A person can act as proxy for a maximum of 50 members. He must decline at least 25 appointments.

### Example 2

Example 2 — Section 8 Company:

At the AGM of a Section 8 Company, Mr. A (a member) wishes to appoint Mr. B (not a member) as his proxy. Valid?

Solution: No. In a Section 8 company, only a member can be appointed as proxy. Hence, Mr. B's appointment is invalid.

### Example 3

Example 3 — Two Proxy Forms:

Mr. M deposits two proxy forms — first one (10 am, 3 days before meeting) appointing Mr. X; second (2 pm, 2 days before meeting) appointing Mr. Y. Both within 48-hour rule. Who votes?

Solution: The proxy submitted later in time prevails. Hence, Mr. Y will vote as proxy.

⚠️ Common exam mistakes

Allowing proxy to speak at the meeting — proxy has no right to speak
Allowing proxy to vote on show of hands — proxy can vote only on a poll
Mistaking the 48-hour deposit rule for 24 hours (which is the inspection window)
In Section 8 companies, allowing non-members to be appointed as proxy
Treating both 50 members AND 10% as simultaneous limits — they are alternative limits

Bare-Act text Section 105 · Companies Act, 2013 · click to expand

Any member of a company 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: Provided that a proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll: Provided further that, unless the articles of a company otherwise provide, this sub-section shall not apply in the case of a company not having a share capital.

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