What is Proxy means According to Companies Act?
In any meeting, a member is entitled to attend and vote either in person or by proxy. So a proxy means an authority to represent and vote for another member in a meeting. It is through this instrument of proxy that a person is appointed to represent another member. The person so appointed to represent another is called a proxy. ‘Proxy’ need not be a member of the company. Proxy also does not have a right to speak in the meeting, Thus, Proxy means
- The person appointed to represent a member of the company and
- The instrument by which a person is appointed to act for another at the meeting of the company.
Provisions of the Companies Act relating to Proxy:
Section 105 (1) provides that every member of a company shall be entitled to appoint another person as his proxy to attend and vote instead of himself. A proxy need not be a member of the company,
A proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll. Unless the Articles of a company otherwise provide, the said provisions shall not apply in the case of a company not having a share capital.
A person appointed as proxy shall act on behalf of such member or number of members not exceeding 50 and such number of shares as may be prescribed.
Section 105 (2) provides that every notice sent by a company for calling a meeting must prominently mention the right of a member to appoint a proxy along with the fact that the proxy need not be a member’ of the company.If default is made in complying with the above provision, every officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees.
The instrument appointing a proxy shall—(I) be in writing; and (ii) be signed by the member or his attorney duly authorized in writing or, if the member is a body corporate, be – under its seal or be signed by an officer or an attorney duly authorized by it.
Proxy instrument has to be deposited with the company 48 hours before the time of the meeting. For each meeting, a separate proxy is required.
No invitation to appoint any person as proxy shall be issued at the company’s expense. In case of violation of this provision, every officer of the company who knowingly issues such invitations shall be punishable with a fine which may extend to one lakh rupees.
Every member entitled to vote at a meeting of the company shall be entitled to inspect proxy during the period beginning 24 hours before the time fixed for the meeting and ending with the conclusion of the meeting.
A proxy is revocable and subject to the provisions of the Articles, it can be revoked any time, before it is acted upon. Death or insanity of the member appointing the proxy also revokes the authority of the proxy provided the company receives intimation in writing of such death or insanity at its office before the commencement of the meeting. Mere presence of a member at the meeting does not imply the revocation of the authority of the proxy.
A member can prevent the proxy from exercising the right to vote by himself attending the meeting and voting at the meeting. If a proxy has been appointed by the company or the Government, he enjoys all the rights of a member. He can speak at the meeting and vote on a show of hands or on a poll.