Section 105 — Proxies

(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 been titled 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 1[liable to a penalty of five thousands 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 th e 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 2[who
issues the invitation as aforesaid or authorises or permit s their issue, shall be liable to a penalty of fifty
thousand rupees]:
Provided that an officer shall not be 3[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 appointe r 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 b e 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 e ntitled 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.

1. Subs. by Act 22 of 2019, s. 17, for “punishable with fine which may extend to five thousand rupees” (w.e.f. 2-11-2018).
2. Subs. by Act 29 of 2020, s. 21, for certain words (w.e.f. 21-12-2020).
3. Subs. by s. 21, ibid., for “punishable” (w.e.f. 21-12-2020).