A proxy is an instrument by which a member appoints another person to attend and vote at a general meeting on his behalf.
## Statement in Notice
Every notice of a meeting of a company with share capital must contain a statement informing members of their right to appoint a proxy. The proxy need not be a member.
> Default: Officer in default is liable to a penalty of ₹5,000.
## Form and Execution
Instrument must be in writing, in Form MGT-11.
Signed by appointer (or his duly authorised attorney).
If appointer is a body corporate, instrument must be under its seal OR signed by an officer (or duly authorised attorney).
If in prescribed form, it cannot be questioned on AOA grounds.
## Time for Deposit
Proxy form must be received by the company at least 48 hours before the meeting. AOA cannot demand a longer period.
## Limits on a Single Proxy-Holder
A person can act as proxy for:
Not more than 50 members; AND
Holding (in aggregate) not more than 10% of total share capital carrying voting rights.
> Exception: A member holding more than 10% of share capital may appoint a single person as proxy — but that person cannot act as proxy for any other member.
## Rights of a Proxy
Cannot speak at the meeting.
Cannot vote on a show of hands — only on a poll.
Member can revoke the proxy's authority by voting personally before the proxy votes; once the proxy votes, the member cannot retract.
## Inspection of Proxies
Any member entitled to vote can inspect proxies during the period beginning 24 hours before and ending with the conclusion of the meeting (during business hours) only after at least 3 days' prior notice.
## Invitation at Company's Expense
If an invitation to appoint a particular person as proxy is sent at company's expense, the responsible officer is liable to a penalty of ₹50,000.
> Exception: Not punishable if list/form is sent at a member's request.
## Exceptions to Section 105
1. A member of a Section 8 company can only appoint another member of that company.
2. Section 105 does not apply to a company not having share capital (unless AOA provides otherwise).
3. CG may prescribe classes of companies whose members cannot appoint proxies.
Worked example
### Example 1
Example: R Ltd. has share capital of ₹1 crore. Mr. K, holding 12% of share capital, wants to appoint Mr. P as proxy. Mr. P already accepted proxies from 5 other members holding 6% in aggregate. Can Mr. P act for Mr. K?
Solution: Since Mr. K holds more than 10%, he may appoint Mr. P as his single proxy — but Mr. P then cannot act as proxy for any other member. Mr. P already represents 5 members, so accepting Mr. K's proxy would violate Section 105.
### Example 2
Example: Mrs. A grants a proxy to Mr. B for the AGM. Mrs. A attends and votes on Resolution 1 before Mr. B casts his vote; she then leaves. Mr. B votes on Resolution 2.
Solution: For Resolution 1 — Mrs. A's personal vote revokes Mr. B's authority; her vote stands. For Resolution 2 — Mr. B's vote is valid.
⚠️ Common exam mistakes
Believing a proxy can speak or vote on show of hands — not allowed.
Forgetting the dual cap (50 members AND 10% of share capital).
Counting AOA's longer deposit period as binding — 48-hour limit is statutory ceiling.
Assuming a proxy must be a member — not required (except Section 8 companies).
Forgetting the 3-day prior notice required to inspect proxies.
Bare-Act text Section 105 · Companies Act, 2013 · click to expand
Section 105 — Proxies. (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: Provided further that, unless the articles of a company otherwise provide, this sub-section shall not apply in the case of a company not having a share capital: Provided also that the Central Government may prescribe a class or classes of companies whose members shall not be entitled to appoint another person as a proxy: Provided also that a person appointed as proxy shall act on behalf of such number of members not exceeding fifty and such number of shares as may be prescribed. (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. (4) The instrument appointing a proxy shall— (a) be in writing; and (b) be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it.