What Is a Proxy Under Section 105?

A proxy under section 105 of the Companies Act, 2013 is a person a member appoints to attend and vote at a general meeting on the member's behalf. The section grants the right, then hedges it: a proxy cannot speak, cannot vote except on a poll, cannot hold proxies for more than a prescribed number of members, and is bound by a forty-eight hour ceiling on any deposit requirement in the articles.

What can a proxy under section 105 actually do?

A proxy under section 105 attends and votes, and that is the whole of it. The first proviso to section 105(1) states that a proxy "shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll". Read with section 107, which decides resolutions on a show of hands unless a poll is demanded under section 109 or the voting is carried out electronically, the practical effect is that a proxy contributes nothing until a poll is called.

Three further provisos narrow the right:

• Unless the articles otherwise provide, section 105(1) does not apply to a company not having a share capital.
• The Central Government may prescribe classes of companies whose members are not entitled to appoint a proxy. Rule 19(1) of the Companies (Management and Administration) Rules, 2014 exercises that power only partially, and for one class: a member of a company registered under section 8 may appoint a proxy, but only a proxy who is also a member of that company.
• 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".

What are the fifty-member and ten per cent limits?

The fifty is in the statute. The share limit is delegated, and rule 19(2) supplies it: a person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten per cent of the total share capital of the company carrying voting rights. The proviso to that rule handles the large holder: a member holding more than ten per cent of the total share capital carrying voting rights may appoint a single person as proxy, and that person shall not act as proxy for any other person or shareholder.

On the rules cited here. The rule text on this page comes from the copy of the Companies (Management and Administration) Rules, 2014 that thc.nic.in serves, and that copy is a notification text rather than a consolidation. Its body is the 27 March 2014 notification, unnumbered as served. Bundled into the same file is a later amendment notification, G.S.R. 279(E) dated 6 April 2022, the Companies (Management and Administration) Amendment Rules, 2022, whose own footer records the principal notification as G.S.R. 260(E) dated 31 March 2014 and lists the ten amendments before it. That number and date are second-hand: the file carries them only in that 2022 footer, never on the principal text itself, so the source lines on these pages cite them on the authority of that footer. So the file evidences eleven amendments in all, and the most recent one it carries is the 2022 notification, not the 5 March 2021 one its table ends on. Check the amending notifications before relying on any rule text here for a filing. The section text on this page is the Companies Act, 2013 as consolidated on India Code, with each amendment footnote resolved on its own page.

The notice statement, and the penalty for omitting it

Section 105(2) requires that every notice calling a meeting of a company which has a share capital, or whose articles provide for voting by proxy, carry with reasonable prominence a statement that a member entitled to attend and vote may appoint a proxy, or one or more proxies where allowed, and that a proxy need not be a member.

Section 105(3) is the sanction for leaving it out. Every officer of the company who is in default is liable to a penalty of five thousand rupees. That wording was substituted for "punishable with fine which may extend to five thousand rupees" by the Companies (Amendment) Act, 2019 (Act 22 of 2019), section 17, with effect from 2 November 2018.

Section 105(5) deals with a different abuse: issuing invitations, at the company's expense, to appoint a named person or one of a list of named persons as proxy, sent to a member entitled to notice. Every officer who issues, authorises or permits such an invitation is liable to a penalty of fifty thousand rupees. Those words were substituted by the Companies (Amendment) Act, 2020 (Act 29 of 2020), section 21, with effect from 21 December 2020. The proviso protects the innocent case: an officer is not liable by reason only of issuing, at a member's written request, a form naming the proxy or a list of persons willing to act, if the form or list is available on written request to every member entitled to vote by proxy.

The form of the instrument, and the inspection right

Section 105(6) requires the instrument appointing a proxy to be in writing and signed by the appointer or an attorney duly authorised in writing, or, where the appointer is a body corporate, under its seal or signed by a duly authorised officer or attorney. Section 105(7) then protects a compliant form: an instrument in the prescribed form shall not be questioned on the ground that it fails to comply with special requirements in the articles. Rule 19(3) prescribes Form No. MGT-11 for the appointment.

Section 105(8) is the transparency limb, and it is the one an outside observer can use. Every member entitled to vote at the meeting, or on any resolution to be moved there, may inspect the proxies lodged, at any time during business hours, in the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, provided not less than three days' notice in writing of the intention to inspect is given to the company.

Where proxy voting shows up in disclosure

The proxy itself is an internal document. What reaches the public record is the outcome.

• How to track shareholder voting results covers the disclosure that reports how a resolution actually went.
• What is a voting results filing is that filing in detail.
• Ordinary resolution vs special resolution sets the thresholds a poll is measured against.
• What is a postal ballot is the route that replaces the meeting, and the proxy with it, for the items it covers.

A proxy under section 105 is procedural plumbing rather than a signal about a company. Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.