Company meetings are important. Of course, let’s be real here—no one can attend everywhere at once. This where Section 105 of the Companies Act 2013 chimes in. This allows the members to appoint a proxy to represent them at the meeting. This way, even if you find yourself stuck somewhere else, your vote matters. Isn't that nifty?
What Is a Proxy?
A proxy is basically someone you trust to act for you in a meeting. Under Section 105, any member who can vote is allowed to do this. The rules?
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Eligibility: Any member entitled to vote can appoint a proxy.
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Form: Must use Form MGT-11.
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Deadline: Submit at least 48 hours before the meeting.
Do it right, and your vote is counted just as if you were sitting there yourself.
Why Section 105 Matters
This section is not just a formality. It keeps corporate governance fair:
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Member participation is maintained — even if you’re away, you can influence decisions.
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Decisions are representative — all shareholders’ opinions matter.
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Transparency — using Form MGT-11 ensures everything is documented and clear.
It’s especially important in big companies where attending every meeting physically isn’t realistic.
How to Appoint a Proxy
It’s simple but must be done properly:
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Download Form MGT-11.
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Fill in member details, proxy details, meeting type, and resolutions.
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Submit it to the company at least 48 hours before the meeting.
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Once accepted, the proxy can attend, speak, and vote.
Follow these steps carefully. One mistake and your proxy might be invalid.
Powers of a Proxy
Once appointed properly, a proxy can:
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Vote on resolutions.
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Participate in discussions.
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Represent the member legally in the meeting.
But remember—they must stick to instructions from the member. They can’t just do whatever they want.
Restrictions and Safeguards
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Only appointments in Form MGT-11 are valid.
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Must be submitted 48 hours before the meeting.
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One proxy per member to avoid double voting.
These rules prevent misuse and keep things fair.
Practical Considerations
Companies and members both need to be careful:
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Keep a register of all proxies.
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Verify forms and deadlines.
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Educate members on how to appoint proxies correctly.
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Make sure proxies understand your voting instructions.
Good communication avoids confusion and ensures your decisions are accurately represented.
Conclusion
Section 105 of Companies Act 2013 is essential. It lets members appoint proxies, ensuring their voting rights are preserved even if they can’t attend. Using Form MGT-11 and submitting 48 hours in advance keeps everything transparent, accountable, and fair. This mechanism strengthens shareholder rights and ensures democratic participation in corporate decision-making.
For professional guidance on appointing proxies or staying compliant with Section 105, Callmyca.com offers end-to-end support to ensure your company meetings are handled smoothly and legally.
