Chapter VII - Management and Administration
Section 105
Section 105: proxies at company meetings
Section 105 lets a member entitled to attend and vote appoint another person as proxy, and sets the limits, notice requirements, timing and inspection rights that go with it.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) 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: Provided that a proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll: Provided further that, unless the articles of a company otherwise provide, this sub-section shall not apply in the case of a company not having a share capital: Provided also that the Central Government may prescribe a class or classes of companies whose members shall not be entitled to appoint another person as a proxy: Provided also that 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. (2) 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. (3) If default is made in complying with sub-section (2), every officer of the company who is in default shall be liable to a penalty of five thousand rupees. (4) Any provision contained in the articles of a company which specifies or requires a longer period than forty-eight hours before a meeting of the company, for depositing with the company or any other person any instrument appointing a proxy or any other document necessary to show the validity or otherwise relating to the appointment of a proxy in order that the appointment may be effective at such meeting, shall have effect as if a period of forty-eight hours had been specified in or required by such provision for such deposit. (5) If for the purpose of any meeting of a company, 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 have a notice of the meeting sent to him and to vote thereat by proxy, every officer of the company who issues the invitation as aforesaid or authorises or permits their issue, shall be liable to a penalty of fifty thousand rupees: Provided that an officer shall not be liable under this sub-section by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy, or of a list of persons willing to act as proxies, if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy. (6) The instrument appointing a proxy shall— (a) be in writing; and (b) be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it. (7) An instrument appointing a proxy, if in the form as may be prescribed, shall not be questioned on the ground that it fails to comply with any special requirements specified for such instrument by the articles of a company. (8) 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.
Introduction
A proxy cannot speak at the meeting and can vote only on a poll. A proxy need not be a member, but the rules may restrict who can appoint or act as a proxy.
The penalty in sub-section (3) became a civil penalty under the Companies (Amendment) Act, 2019, deemed in force from 2 November 2018. The Companies (Amendment) Act, 2020 changed sub-section (5) to a civil penalty from 21 December 2020.
Key takeaways
Limits on proxies
No right to speak; votes only on a poll; acts for not more than fifty members and the prescribed number of shares.
Notice statement
Notices must state with reasonable prominence that a member may appoint a proxy and that a proxy need not be a member.
48-hour cap
Articles cannot require proxies to be deposited more than forty-eight hours before the meeting.
Right to appoint and its limits
Any member entitled to attend and vote may appoint another person as proxy. The proxy may not speak and may vote only on a poll. Unless the articles otherwise provide, the right does not apply to a company without share capital. The Central Government may prescribe classes of companies whose members cannot appoint proxies, and a proxy may act for not more than fifty members and the prescribed number of shares. Rule 19 of the Companies (Management and Administration) Rules, 2014 contains the proxy rules, including restrictions for section 8 companies.
- India Code — consolidated Companies Act, 2013, section 105
- eGazette — Companies Act, 2013 (18 of 2013), as enacted
- eGazette — S.O. 2754(E), 12 September 2013 (commencement)
- eGazette — S.O. 902(E), 26 March 2014 (commencement from 1 April 2014)
- eGazette — Companies (Amendment) Act, 2019 (22 of 2019)
- eGazette — Companies (Amendment) Act, 2020 (29 of 2020)
- eGazette — S.O. 4646(E), 21 December 2020 (commencement of Act 29 of 2020)
- eGazette — Companies (Management and Administration) Rules, 2014, G.S.R. 260(E)
- eGazette — G.S.R. 464(E), 5 June 2015 (exemptions for private companies)
- eGazette — G.S.R. 583(E), 13 June 2017 (amending G.S.R. 464(E))
Notice statement and deposit time
Every notice of a meeting of a company with share capital, or whose articles allow proxy voting, must state with reasonable prominence that a member may appoint a proxy, or one or more proxies where allowed, and that a proxy need not be a member (sub-section (2)). An officer in default is liable to a penalty of five thousand rupees (sub-section (3)). Any article requiring deposit of proxy instruments more than forty-eight hours before the meeting is read as forty-eight hours (sub-section (4)).
Company-paid invitations
If invitations to appoint named persons as proxies are issued at the company’s expense to members entitled to notice and to vote by proxy, every officer who issues them or authorises or permits their issue is liable to a penalty of fifty thousand rupees (sub-section (5)). An officer is not liable only because a form naming the proxy, or a list of persons willing to act, was issued to a member at that member’s written request, if it is available on written request to every member entitled to vote by proxy.
Form, validity and inspection
The proxy instrument must be in writing and signed by the appointer or a duly authorised attorney; a body corporate signs under its seal or by an authorised officer or attorney (sub-section (6)). An instrument in the prescribed form cannot be challenged for failing special requirements in the articles (sub-section (7)). Members entitled to vote may inspect proxies lodged from twenty-four hours before the meeting until its conclusion, during business hours, on at least three days’ written notice (sub-section (8)).
Exemptions and practical checklist
For private companies, G.S.R. 464(E) of 5 June 2015 provides that sections 101 to 107 and section 109 apply unless otherwise specified in the respective sections or the articles of the company provide otherwise. G.S.R. 583(E) of 13 June 2017 did not change that entry, but its paragraph 2A applies the exceptions only to a private company that has not committed a default in filing its financial statements under section 137 or its annual return under section 92 with the Registrar. Check the articles. Section 122(1) states that section 98 and sections 100 to 111 do not apply to a One Person Company.
Include the proxy statement in every notice. Check the prescribed form and limits in the rules. Accept instruments deposited up to forty-eight hours before the meeting. Keep lodged proxies available for inspection.
Practical checklist
Do
- Put the proxy statement prominently in the notice.
- Check each proxy against the fifty-member and share limits.
Avoid
- Do not let a proxy speak or vote on a show of hands.
- Do not send company-paid invitations naming selected proxies to only some members.
Illustrative example
Hypothetical: early proxy deadline
A company’s articles require proxy forms to reach the company seventy-two hours before the meeting. A member lodges one fifty hours before.
Apply sub-section (4)
The seventy-two-hour requirement takes effect as forty-eight hours.
Accept
The proxy lodged fifty hours ahead is in time.
Poll
The proxy may vote if a poll is taken.
Outcome
- The member’s proxy is valid despite the stricter article.
Glossary
- Proxy
- A person appointed by a member to attend and vote on a poll on the member’s behalf.
- Instrument of proxy
- The written document appointing the proxy, meeting sub-section (6).
Frequently asked questions
Must a proxy be a member?
Section 105 says a proxy need not be a member, but the rules restrict this for some companies, such as section 8 companies.
Can articles require proxies to be lodged 72 hours ahead?
No. Any longer period is read as forty-eight hours.
Can a proxy vote on a show of hands?
No. A proxy votes only on a poll.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026