# Appointment of Proxy — Section 105

## Core Concept

A proxy is a person appointed by a member to attend and vote at a meeting on their behalf when the member cannot personally attend.

## Right to Appoint Proxy

Any member entitled to attend and vote can appoint a proxy.
A proxy need NOT be a member of the company (default rule).

## Proxy Rights & Limitations

Right	Allowed?
Attend the meeting	Yes
Speak at the meeting	No
Vote on show of hands	No
Vote on a poll	Yes

## Exceptions / Special Companies

1. Companies without share capital — Proxy not permitted unless AOA provides otherwise.

2. Section 8 Companies — Proxy must also be a member of the company.

3. IFSC Public Company — Sec 105 applies unless AOA states otherwise.

4. CG-prescribed companies — May be excluded from proxy rights.

## Numerical Limits on Proxies

One person can act as proxy for maximum 50 members AND
Hold a maximum of 10% of total voting share capital
A member holding more than 10% of total voting share capital may appoint one proxy, but that proxy cannot act for any other member.

## Proxy Instrument — Form MGT-11

Must be in Form MGT-11
Signed by appointer or authorized attorney
For corporate members: under common seal OR signed by officer/attorney
AOA cannot impose additional requirements

## Disclosure in Meeting Notice

Every notice for a meeting of a company with share capital (or where proxy voting is allowed) must state:

1. Member can appoint one or more proxies

2. Proxy need not be a member of the company

Contravention: ₹5,000 penalty

## Validity Period

Proxy submitted 48 hours before the meeting is valid
AOA cannot require a longer notice period

## Inspection of Proxies

Voting members may inspect lodged proxies
Timing: From 24 hours before meeting commencement until conclusion, during business hours
Condition: Must give at least 3 days' written notice of intention to inspect

## Penalty for Improper Invitation

If company issues proxy invitations at its own expense specifying particular persons as proxies → Officer in default penalty: ₹50,000
Exception: No penalty if proxy forms/lists are provided on member request and made available to ALL eligible members.

Worked example

### Example 1

Example 1: Mr. A holds 12% of total voting share capital in ABC Ltd. He wishes to appoint Mr. B as proxy. Can Mr. B also act as proxy for other members?

Solution: Since Mr. A holds more than 10% of voting share capital, he can appoint Mr. B as his proxy. However, Mr. B cannot act as proxy for any other member of the company.

### Example 2

Example 2: Mr. P is appointed as proxy by 55 members of XYZ Ltd, collectively holding 8% of voting share capital. Is this appointment valid?

Solution: Invalid. Although the 10% voting capital limit is not breached, the 50-member limit is exceeded. Appointment is valid only up to 50 members.

⚠️ Common exam mistakes

Assuming proxies have the right to speak — they do NOT have speaking rights
Forgetting that proxies cannot vote on a show of hands — only on poll
Confusing the two limits — 50 members AND 10% of voting share capital are CUMULATIVE (both must be satisfied)
Believing AOA can extend the 48-hour deposit period — Act overrides AOA
Forgetting that Section 8 companies require proxies to be members

Reference: Sec 105 — Companies Act, 2013 + Rule (Form MGT-11)

Now that you've read this — what's next?

Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.

🔥 Drill 5 Qs on this → ✍️ Adaptive practice →

Appointment of Proxy (Section 105)

Worked example

⚠️ Common exam mistakes