# Proxies [Section 105 read with Rule 19 of Management & Administration Rules, 2014]
A proxy is a person authorised by a member to attend and vote at a general meeting on his behalf. It is one of the most important rights of a member.
## Core Right
Any member entitled to attend and vote at a meeting may appoint another person as proxy.
## Three Big Limitations on a Proxy's Powers
A proxy:
1. Cannot speak at the meeting
2. Cannot vote on a show of hands — only on a poll
3. Cannot sign a requisition for an EGM
## When Section 105 (Proxy Right) Does NOT Apply
- Companies not having share capital — sub-section (1) does not apply unless the articles permit.
- Section 8 companies (charitable objects) — a member can appoint a proxy ONLY if the proxy is also a member of the same Section 8 company (Rule 19).
- The Central Government may, by rules, prescribe other classes of companies whose members cannot appoint proxies.
## The 50/10% Rule (Rule 19)
A person can act as proxy for:
- Not more than 50 members, AND
- Members holding in aggregate not more than 10% of total share capital carrying voting rights.
Exception: A single member holding more than 10% may appoint one person as proxy, but that person then cannot act as proxy for anyone else.
## Form & Formalities of Proxy Instrument
| Requirement | Provision |
|---|---|
| Prescribed form | Form MGT-11 |
| In writing & signed | By appointer or his attorney duly authorised in writing |
| Body corporate appointer | Under common seal OR signed by officer/attorney duly authorised |
| Deposit deadline | Must reach company at least 48 hours before meeting; articles cannot demand a longer period |
| Compliance | If in prescribed Form, validity cannot be questioned for non-compliance with articles' special requirements |
## Notice Must Inform Members of Proxy Right
Every notice of a meeting (of a company with share capital, or whose articles allow proxy voting) must state with reasonable prominence that:
- A member entitled to attend & vote can appoint a proxy;
- A proxy need not be a member.
Penalty for default in this disclosure: Every officer in default → ₹5,000.
## Right to Inspect Proxies Lodged
Every member entitled to vote may inspect proxies lodged at the company:
- Window: 24 hours before meeting starts → until meeting concludes
- During: business hours of the company
- Condition: Member must give at least 3 days' written notice of his intention to inspect.
## Penalty for Company-Funded Proxy Invitations
If invitations to appoint specified persons as proxy are issued at the company's expense, every officer responsible → ₹50,000 penalty.
Safe harbour: Officer is NOT liable if a form/list of willing proxies is issued only on a member's written request, and such forms/lists are available on request to every member entitled to vote by proxy.