# Proxy at General Meetings — Section 105

## Who Can Appoint a Proxy

A member entitled to attend and vote at a general meeting may appoint a proxy to attend and vote on his behalf.
The proxy need not be a member of the company — except in case of a Section 8 company (proxy must be a member).

## Statement in Notice

Every notice calling a general meeting must contain a statement that a member is entitled to appoint a proxy, and that the proxy need not be a member.
Default in this statement attracts a penalty of ₹5,000 on every officer in default.

## Rights of a Proxy

A proxy has no right to speak at the meeting.
A proxy cannot vote on a show of hands — can vote only on a poll.

## Limit on Number of Members

A person can act as proxy for not more than 50 members holding in aggregate not more than 10% of total share capital carrying voting rights.
If a member holds more than 10% of total share capital with voting rights, he can appoint a single person as proxy, and such person shall not act as proxy for any other person.

## Deposit of Proxy Form (MGT-11)

Proxy form must be deposited with the company at least 48 hours before the meeting.
Even if the articles provide for a longer period, 48 hours is the maximum that can be required.
The instrument must be signed by the appointer or his duly authorised attorney.

## Restrictions on Invitation of Proxies

The company cannot invite proxies at its own expense suggesting the name of any specific person to be appointed as proxy.
Penalty for contravention: ₹50,000 — unless the invitation is at the member's request in writing.

## Validity of Proxy Instrument

Any instrument appointing a proxy that has been deposited shall not be questioned on the ground that it fails to comply with any special requirements specified by the articles.

Worked example

### Example 1

A member of ABC Ltd. holds 12% of voting capital. He can appoint a proxy, but that proxy cannot act for any other member.

### Example 2

Mr. P is approached to act as proxy by 60 small shareholders together holding 7% of voting capital — invalid; the limit is 50 members.

### Example 3

A member submits a proxy form 30 hours before the meeting — the form is invalid for that meeting (must be at least 48 hours before).

⚠️ Common exam mistakes

Assuming proxy can speak at the meeting — proxies have only voting rights on a poll.
Believing a proxy can vote on show of hands — only members personally present can.
Forgetting the Section 8 company exception — there, proxy MUST be a member.
Confusing the 48-hour rule as a minimum waiting period the company can extend — the company can only require shorter, not longer.

Bare-Act text Section 105 read with Rule 19 of Companies (Management and Administration) Rules, 2014 · 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) – Default in stating right to appoint proxy in notice: penalty of ₹5,000. Section 105(3) – Rules may prescribe class of companies whose members shall not be entitled to appoint another person as proxy.

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Proxy at General Meetings (Section 105)

Worked example

⚠️ Common exam mistakes