Section 105 of the Companies Act, 2013
Section 105 of the Companies Act, 2013 deals with the "Proxies" in relation to meetings of a company.
🔹 Key Provisions of Section 105:
Right to Appoint Proxy:
A member of a company entitled to attend and vote at a meeting is also entitled to appoint another person as a proxy to attend and vote instead of himself.
A proxy need not be a member of the company.
Form and Manner of Proxy:
The instrument appointing a proxy must be in writing, signed by the appointer or their authorized attorney.
It should be in the prescribed form (Form MGT-11) and deposited 48 hours before the meeting.
Limitation on Number of Proxies:
A person can act as proxy on behalf of not more than 50 members and those holding in aggregate not more than 10% of total share capital carrying voting rights.
However, a member holding more than 10% of share capital may appoint a single person as proxy who shall not act as proxy for any other person.
Company's Obligation:
Every notice calling a meeting shall state that a member is entitled to appoint a proxy and mention the proxy form.
Proxy forms shall be made available to members and no fees can be charged for providing the proxy form.
Penalty:
If any default is made in complying with this section, the company and every officer who is in default shall be liable to a penalty of ₹5,000.
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