Proxies and Corporate Representation

105(2): the notice must say so. In every notice calling a meeting of a company having a share capital, or of any other company whose articles provide for proxies, there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy, or, where allowed, one or more proxies, to attend and vote instead of himself, and that a proxy need not be a member. Section 105(3) penalises a default in this: every officer in default is liable to a penalty of five thousand rupees.

105(4): the deposit period is capped. Any provision in the articles specifying or requiring a period longer than forty-eight hours before a meeting for depositing the instrument of proxy, or any document relating to its validity, has effect as if forty-eight hours had been specified. A company cannot lengthen the deposit period to disenfranchise late appointments.

105(5): no partisan solicitation at the company's expense. If, for the purpose of any meeting, 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 notice and to vote by proxy, every officer who issues, authorises or permits their issue is liable to a penalty of fifty thousand rupees. A proviso protects an officer who, at a member's request in writing, issues a form of appointment naming the proxy, or a list of persons willing to act, if the form or list is available on request in writing to every member entitled to vote by proxy.

The mischief is subtle and worth stating. Management can effectively decide a vote by soliciting proxies in its own favour with the company's money. The section does not forbid proxy forms; it forbids partisan solicitation at the company's expense, requiring any form supplied to be available to all members alike.

105(6) and 105(7): the instrument. It must be in writing and signed by the appointer or his attorney duly authorised in writing, or, where the appointer is a body corporate, be under its seal or signed by an officer or attorney duly authorised by it. And an instrument in the prescribed form shall not be questioned on the ground that it fails to comply with any special requirements specified for it by the articles, which stops a company defeating proxies by drafting elaborate formalities into its articles.

105(8): inspection. Every member entitled to vote at the meeting, or on a resolution to be moved there, may inspect the proxies lodged, during the company's 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.

Sections 112 and 113: representation, not agency

Section 112: the President and Governors. The President of India or the Governor of a State, where he is a member of a company, may appoint such person as he thinks fit to act as his representative at any meeting of the company or of any class of members. Such a representative is deemed to be a member and is entitled to exercise the same rights and powers, including the right to vote by proxy and by postal ballot, as the President or Governor could exercise as a member.

Section 113: bodies corporate. A body corporate which is a member of a company may, by resolution of its Board or other governing body, authorise a person to act as its representative at any meeting of the company or of a class of members; and a body corporate which is a creditor, including a debenture-holder, may do the same for meetings of creditors held under the Act or under the rules or under the Insolvency and Bankruptcy Code. By s.113(2) the person so authorised is entitled to exercise the same rights and powers, including the right to vote by proxy and by postal ballot, on behalf of the body corporate, as that body could exercise if it were an individual member, creditor or debenture-holder.

The comparison table below sets out what turns on the difference, but the sentence to remember is this: a proxy stands outside the meeting and votes only when it is counted; a representative stands inside the meeting as the member.

A worked example

Konkan Marine Limited has 900 members and calls an extraordinary general meeting for 10 August 2026 at 11 a.m. Four things happen.

Meera, holding shares personally, cannot attend and appoints her nephew as proxy. He may attend and vote on a poll only; he may not speak; and he does not count towards the quorum, which under s.103 needs five members personally present. The company's articles require proxies to be lodged seventy-two hours before the meeting; that provision is void under s.105(4) and is read as requiring lodgement forty-eight hours before, so a form deposited at 11 a.m. on 8 August is in time.

Sagar Holdings Limited, a corporate member, passes a Board resolution authorising its finance director to represent it. He is not a proxy: under s.113(2) he exercises the same rights as the body corporate could exercise if it were an individual member, so he may speak, vote on a show of hands, be counted in the quorum, and himself appoint a proxy or vote by postal ballot.

The notice. It must carry, with reasonable prominence, the statement that a member may appoint a proxy and that a proxy need not be a member. If it does not, every officer in default is liable to a penalty of five thousand rupees under s.105(3), whatever else happens at the meeting.

The managing director circulates, at the company's expense, a proxy form naming himself as the proxy, to selected members. That is the mischief in s.105(5): every officer who issues, authorises or permits the issue of such invitations is liable to a penalty of fifty thousand rupees, unless what was issued was a form or list supplied on a member's written request and available on request in writing to every member entitled to vote by proxy.

A member asks to inspect the proxies. He may under s.105(8), but on the section's terms: three days' notice in writing to the company, inspection during business hours, and only in the window beginning twenty-four hours before the time fixed for the meeting and ending with its conclusion.

One further variation. Suppose the company had no share capital. Then, unless the articles provide otherwise, s.105(1) does not apply at all, and Meera would have no right to appoint a proxy.

Distinctions

What it does NOT mean

Not that a proxy must be a member. Section 105(2) requires the notice to say the opposite in terms.

Not that the fifty-member cap is in the section. The number and shareholding limits are prescribed by the Rules; the section merely authorises their prescription.

Not that a corporate representative is a proxy with better rights. He is the corporate member present, which is why he may himself appoint a proxy.

Quick revision

s.105(1): member entitled to attend and vote may appoint a proxy; proxy may not speak and may not vote except on a poll; not available in a company without share capital unless the articles provide; Central Government may bar proxies for prescribed classes; a proxy may act for such number of members and shares as may be prescribed, the Rules supplying the figures. s.105(2) and (3): notice must state the right with reasonable prominence and that a proxy need not be a member; five thousand rupees penalty per officer in default. s.105(4): an article requiring deposit more than forty-eight hours before takes effect as forty-eight. s.105(5): fifty thousand rupees penalty for partisan proxy invitations issued at the company's expense, with the equal-availability proviso. s.105(6) and (7): instrument in writing and signed, corporate appointer under seal or by an authorised officer or attorney; an instrument in the prescribed form cannot be questioned for non-compliance with the articles' special requirements. s.105(8): inspection during business hours on three days' notice, in the window from twenty-four hours before the meeting to its conclusion. s.112: President or Governor's representative is deemed a member. s.113: body corporate authorises a representative by Board resolution, who exercises the same rights as an individual member, including voting by proxy and postal ballot; also available to corporate creditors and debenture-holders.

Test yourself

1. May a proxy speak at the meeting or vote on a show of hands? No to both: the first proviso to s.105(1) denies the right to speak and confines voting to a poll.

2. Does a proxy count towards the quorum? No. Section 103 requires members personally present, and a proxy is not a member.

3. The articles require proxies to be lodged five days before the meeting. Effect? The provision has effect as if forty-eight hours had been specified, s.105(4); the company cannot lengthen the deposit period.

4. How does a corporate member attend, and what can its representative do that a proxy cannot? By a resolution of its Board or other governing body under s.113; the representative may speak, vote on a show of hands, be counted in the quorum, and may himself vote by proxy or postal ballot, exercising the same rights as an individual member.

5. Where does the limit on how many members one person may represent as proxy come from? From the Rules made under the Act, s.105(1) merely providing that a proxy shall act for such number of members and such shares as may be prescribed.