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PROXIES [SECTION 105]
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. A proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll.
A member of a company not having a share capital shall not be entitled to appoint proxy unless articles provide so. Central Government may also specify companies whose members shall not be entitle to appoint a proxy.
A person appointed as proxy shall not act as proxy for more than fifty members or for more than prescribed number of shares.
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. In case of default under this provision, every officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees.
The period for depositing proxy form with the company shall not be a period longer than a period of forty – eight hours before the meeting.
Any invitation to appoint as proxy a person at the companies expenses is punishable. Every officer of the company who knowingly issues the invitations as aforesaid or wilfully authorises or permits their issue shall be punishable with fine which may extend to one lakh rupees.
However, it is permissible to issues a list of person willing to act as proxies, where it is issued on request in writing.
The instrument appointing a proxy shall be in writing and be signed by the appointer o fhis attorney. Where appointer is a body corporate, it shall be sealed of body corporate and signed by an officer of attorney.
No instrument appointing proxy shall be disqualify for a special requirement specified in articles of a company.
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.
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