## Proxy under Section 105

### Who can appoint a proxy?

Any member entitled to attend and vote at a General Meeting (GM) is entitled to appoint another person as a proxy to attend and vote on his behalf.

### Qualifications of the Proxy

The proxy need not be a member of the company.
Exception: In case of a Section 8 company, the proxy MUST be a member.

### Disclosure Requirement

Two points must be stated in the notice of GM regarding proxy rights (Penalty for default: ₹5,000).

### Rights and Restrictions of a Proxy

Right	Position
Right to attend	Yes
Right to speak	No
Right to vote by show of hands	No
Right to vote on poll	Yes

### Limit on number of members a single proxy can represent

A person cannot act as proxy for more than 50 members holding in aggregate not more than 10% of the total share capital carrying voting rights.
However, a member holding more than 10% of total share capital carrying voting rights may appoint a single person as proxy, and such person shall not act as proxy for any other person.

Worked example

### Example 1

Example: Mr. X holds 12% of the share capital of ABC Ltd. He can appoint a single person as his proxy. That proxy cannot act for any other member of ABC Ltd.

### Example 2

Example: A person can act as proxy for 50 members provided their combined holding does not exceed 10% of the total share capital carrying voting rights.

⚠️ Common exam mistakes

Assuming a proxy can speak at the meeting — proxies have NO right to speak.
Allowing a proxy to vote by show of hands — proxies can only vote on a poll.
Forgetting that in a Section 8 company, the proxy must also be a member.
Confusing the 50-member / 10% limits — both conditions must be satisfied for the general rule.

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

Section 105 - 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.

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Proxy - Rights and Appointment (Section 105)

Worked example

⚠️ Common exam mistakes