Every notice of a meeting (of a company with share capital, or where proxy voting is allowed) must state:
The member has a right to appoint one or more proxies.
A proxy need not be a member of the company.
Penalty for non-disclosure: ₹5,000 on the officer/company.
## 7. Validity of Proxy — 48-Hour Rule
A proxy instrument deposited at least 48 hours before the meeting is valid, even if AoA require more notice (AoA cannot override the 48-hour ceiling).
## 8. Inspection of Proxies
Every member with voting rights may inspect the lodged proxies during business hours.
Inspection window: from 24 hours before the meeting commences until the meeting concludes.
The requesting member must give 3 days' written notice of inspection.
## 9. Penalty — Improper Invitation by Company
If the company at its expense issues invitations specifying named proxies, every officer responsible faces a penalty of ₹50,000.
Exception: No penalty when blank proxy forms or full lists are circulated on member request and made available to all eligible members.
Worked example
### Example 1
Example 1 — Proxy and show of hands:
P holds Mr A's proxy. At the meeting, voting on Resolution 1 is by show of hands — P cannot vote. On Resolution 2, a poll is demanded — P can now exercise A's vote.
### Example 2
Example 2 — Numerical limits:
Mr X is asked to be proxy for 60 members of ABC Ltd. He must refuse — Sec 105 caps a single proxy at 50 members and 10% of voting share capital.
### Example 3
Example 3 — 48-hour deposit:
Meeting on 10 May at 11 AM. A proxy deposited by 8 May 11 AM is valid (48 hours prior). The AoA cannot demand 72 hours.
### Example 4
Example 4 — Sec 8 company:
In ABC Foundation (Sec 8), member M wants to appoint his accountant (a non-member) as proxy — not permitted. The proxy must also be a member.
⚠️ Common exam mistakes
Allowing the proxy to vote on a show of hands — proxies vote only on a poll.
Permitting a non-member proxy in a Section 8 company — this is barred.
Forgetting the dual limit on a single proxy (50 members AND 10% voting capital).
Honouring AoA provisions that require proxy lodgement earlier than 48 hours — Sec 105 overrides this.
Issuing pre-named proxy invitations at the company's expense — triggers ₹50,000 penalty on the officers.
Bare-Act text Section 105 · Companies Act, 2013 · click to expand
Section 105(1): 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.
Section 105(2): In every notice calling a meeting of a company which has a share capital, or the articles of which provide for voting by proxy at the meeting, there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy, or, where that is allowed, one or more proxies, to attend and vote instead of himself, and that a proxy need not be a member.
Section 105(3): If default is made in complying with sub-section (2), every officer of the company who is in default shall be liable to a penalty of five thousand rupees.
Section 105(4): Any provision contained in the articles of a company which specifies or requires a longer period than forty-eight hours before a meeting of the company, for depositing with the company any instrument appointing a proxy, shall have effect as if a period of forty-eight hours had been specified in or required by such provision.
Section 105(5): If for the purpose of any meeting of a company, invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company's expense to any member entitled to have a notice of the meeting sent to him and to vote thereat by proxy, every officer of the company who knowingly issues the invitations as aforesaid or wilfully authorises or permits their issue shall be liable to a penalty of fifty thousand rupees.