What Is a Proxy?
The shareholders of the company are spread far and wide and due to the indirect organization of the company, all the work should be carried out according to the policies decided in the meetings of the shareholders and directors. Let's go For this, the shareholders and directors are called for presence, but due to being spread far and wide, it is not possible for all the shareholders to be present in the meeting. Therefore, a provision has been made in the Companies Act that he can appoint another person to attend and vote in his place in the meetings of the company, whether the person so appointed is a member of the company or not. Not mandatory.
According to Navin sir “A proxy is the representative of a shareholder in the meeting of the company who may be described as an agent.
What Is a Proxy? In simple words, a proxy is a person appointed by a member for the company to attend and vote in the meeting of the company on his behalf as per his instructions. It may be noted that the term 'counter-person' is also used for a document from which the counter-person is appointed.
Who appoints a proxy in company law?
Any member of the company who is entitled to attend and vote at the meeting of the company may appoint any other person to attend and vote in his place at the meeting. Thus it is clear that only the member of the company can appoint a proxy, but if there is no provision in the articles, then the member of the company without share capital cannot appoint a proxy.
But it is the right of the Central Government that it can abolish the right of appointment of members of any class or classes of companies.
2. Representatives of the President, Governor, Corporate Body, etc.-
Sometimes the shares of a company are also held by the President, Governor, Body corporate / Amalgamated Society, etc. All of them can authorize any person to represent them in the meeting of the company. The person making a such representation is treated on par with a member of the company and has all the rights of a member. Even such a representative can speak in the assembly, or appoint a proxy, and can also participate in voting by post. Thus, such a representative has wider authority than the counterpart.
Some of the exceptions and limitations related to the right to appoint a counterman by every member are as follows
(i) The Central Government may prescribe the class or classes of companies whose members shall not have the right to appoint counter-persons.
(ii) A proxy appointed by a member may act as a proxy for the same member or for a maximum of 50 members and for a such number of shares as may be prescribed.
4 What are the rights of the proxy?
(ii) President, Governor, representative/representative of the corporate body can speak in the assembly, participate in discussions/discussions, vote by show of hands, and demand voting by ballot. He can also appoint a proxy to attend the meeting in his place.
(iii) Any counter-person may, together with any member or counter-person, demand a vote in the House by ballot.
(iv) A representative can take part in the voting only by voting in the House.
5 What are the restrictions of proxy?
(i) The counterman shall not speak in the House.
(ii) shall not vote except by voting by ballot. But the representative has all these rights.
6. Mention in the notice of the meeting the right to appoint a proxy
In the notice of the meeting of every company having share capital or the articles of association of which the appointment of counter-persons is permitted, the details of the following right of the member shall be written “Every member who attends the meeting entitled to sit and vote is one or more
shall be entitled to appoint proxies and shall be entitled to attend and vote in the meeting itself and it shall not be necessary for such proxies to be members
(i) This deed shall be in writing. This form. Will be in MGT-11.
(ii) It should contain the name of the proxy anyone if his full name is not mentioned but it is sufficient to identify him from the particulars mentioned therein.
(iii) This form should bear the name, address, and signature of the member appointing the counter-person or his authorized person.
(iv) In the case of joint shareholders, the proxy form must be signed by all the joint shareholders or by any one authorized person on behalf of all of them. All the joint shareholders can also authorize any of their joint shareholders to appoint a proxy.
(v) When filled by the companies, the common seal of the company is also marked on it.
(v) When filled by the companies, the common seal of the company is also marked on it.
8 What is the time limit for the proxy form?
The duly completed counter-person appointment form should be submitted to the company at least 48 hours before the commencement of the meeting of the company. If in the Articles of Association of the company, a period of more than 48 hours has been fixed for submission of such form, then this provision of Articles of Association shall be ineffective. In other words, even if there is any other provision in the articles of the company, the nomination form has to be submitted at least 48 hours before the commencement of the meeting.
9. Inspection of proxy forms
Every member of the Company who is entitled to attend and vote at the meeting may at any time from 24 hours before the meeting till the conclusion of the meeting, inspect all counter-party forms received by the company. But he has to give written notice to the company at least three days before the meeting of his desire to inspect.
10. What is proxy revocation?
Any member may, by giving notice in writing before voting by the proxy, revoke the appointment of his proxy. Apart from this, if a member casts his vote by being present in the meeting, then also the appointment of the deputy is considered canceled. Sometimes or more counter-forms for the same shares held by a member are deposited with the company. In such a case, the person mentioned in the form which is written later in the order of time will be the legal counterpart.
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