Companies Act Section 105 — Proxies
CHAPTER VII MANAGEMENT AND ADMINISTRATION
Commercial / Corporate
Summary
Sub-section (1) states that any member of a company who is entitled to attend and vote at a meeting can appoint another person as a proxy to attend and vote on their behalf. However, a proxy does not have the right to speak at the meeting and can only vote when a poll is taken. This sub-section does not apply to companies without a share capital, unless the company's articles say otherwise. The Central Government may also prescribe certain classes of companies whose members cannot appoint a proxy. A person appointed as proxy can act for a member or for up to fifty members, and for such number of shares as may be prescribed.
Sub-section (2) requires that every notice calling a meeting of a company that has a share capital, or whose articles allow voting by proxy, must clearly state that a member entitled to attend and vote can appoint a proxy, or one or more proxies if allowed, to attend and vote instead of them, and that the proxy does not need to be a member.
Sub-section (3) says that if a company fails to comply with sub-section (2), every officer of the company who is in default will be liable to a penalty of five thousand rupees.
Sub-section (4) deals with any provision in a company's articles that requires a longer period than forty-eight hours before a meeting for depositing a proxy appointment instrument or any related document. Such a provision will be treated as if it required a period of forty-eight hours instead.
Sub-section (5) states that if invitations to appoint a specific person or one of a number of specified persons as proxy are issued at the company's expense to any member entitled to notice of the meeting and to vote by proxy, every officer who issues, authorises, or permits such invitations will be liable to a penalty of fifty thousand rupees. However, an officer will not be liable if they merely send a form of appointment naming a proxy, or a list of persons willing to act as proxies, to a member who requests it in writing, provided the form or list is available on written request to every member entitled to vote at the meeting by proxy.
Sub-section (6) specifies that the instrument appointing a proxy must be in writing and signed by the appointer or their duly authorised attorney in writing. If the appointer is a body corporate, the instrument must be under its seal or signed by an officer or an attorney duly authorised by it.
Sub-section (7) says that an instrument appointing a proxy, if it is in the prescribed form, cannot be challenged on the ground that it does not comply with any special requirements for such instruments set out in the company's articles.
Sub-section (8) entitles every member who can vote at a meeting, or on any resolution to be moved there, to inspect the proxies lodged during the period beginning twenty-four hours before the meeting starts and ending with the conclusion of the meeting. This inspection can be done at any time during the company's business hours, provided the member gives the company not less than three days' written notice of their intention to inspect.
Official Text
(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 been titled 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 member or 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.
(3) If default is made in complying with sub-section (2), every officer of the company who is in default shall be 1[liable to a penalty of five thousands rupees].
(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 or any other person any instrument appointing a proxy or any other document necessary to show the validity or otherwise relating to the appointment of a proxy in order that the appointment may be effective at such meeting, shall have effect as if a period of forty-eight hours had been specified in or required by such provision for such deposit.
(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 2[who issues the invitation as aforesaid or authorises or permits their issue, shall be liable to a penalty of fifty thousand rupees]:
Provided that an officer shall not be 3[liable] under this sub-section by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy, or of a list of persons willing to act as proxies, if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.
(6) 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.
(7) An instrument appointing a proxy, if in the form as may be prescribed, shall not be questioned on the ground that it fails to comply with any special requirements specified for such instrument by the articles of a company.
(8) Every member entitled to vote at a meeting of the company, or on any resolution to be moved thereat, shall be entitled during the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days’ notice in writing of the intention so to inspect is given to the company.