## Deposit of Proxy Form (Form MGT-11)

### Time Limit for Deposit

The proxy form (Form MGT-11) must be deposited with the company at least 48 hours before the meeting.

Even if the Articles of Association (AoA) provide for a longer period, only 48 hours is permitted.

### Signing of Proxy Form

The instrument appointing a proxy must be signed by:

The appointer, or
His duly authorised attorney.

### Invitation of Proxies

A company cannot, at its own expense, issue proxy invitations suggesting the name of a specific person to be appointed as proxy.
Penalty: ₹50,000
Exception: If issued at a member's request in writing.

### Challenge to Proxy Instrument

An instrument appointing a proxy under Section 105 cannot be questioned on the ground that it fails to comply with any special requirements specified by the company.

Worked example

### Example 1

Example: AoA of XYZ Ltd. requires proxy to be deposited 72 hours before the meeting. This provision is invalid — only 48 hours can be required as per the Act.

### Example 2

Example: If a company issues proxy invitations at its own expense suggesting Mr. A as proxy, every officer in default is liable to a penalty of ₹50,000.

⚠️ Common exam mistakes

Believing the AoA can extend or shorten the 48-hour deposit period — it cannot.
Issuing proxy invitations at company expense thinking it is permitted.
Treating proxy forms signed by a third party (without authority) as valid.

Bare-Act text Section 105 / Form MGT-11 · Companies Act, 2013 read with Rule 19 of Companies (Management and Administration) Rules, 2014 · click to expand

The instrument appointing a proxy shall be in writing and shall be signed by the appointer or his attorney duly authorised in writing. A proxy form should be deposited 48 hours before the meeting.

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Deposit and Form of Proxy (Form MGT-11)

Worked example

⚠️ Common exam mistakes