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What is MGT 11?

Section 105 of Companies Act, 2013 read with Rule 19 of the Companies (Management and Administration) Rules, 2019. Article explains appointment of proxy by Shareholdes / Members, Right of Proxies, Limits for appointment as a proxies, Penalty in case of contravention of provisions related to Proxies, Invitation to appoint Proxy, Proxy forms, Inspection of Proxy Form etc.

Who can appoint Proxy and his limitation?

Member may appoint proxy Section 105(1)

Member of the company entitled to attend the meeting and vote at the meeting shall have  a right to appoint another person as a proxy to attend and vote at the meeting on his behalf.

Limitation and provisions

  • Proxy shall have not any right to speak at the meeting and shall have right to vote except on a poll.
  • Unless AOA of the company otherwise provided, Section 150(1) shall not applicable of company having no share capital.
  • Person appointed as a proxy shall act on behalf of such no. of member(s) not more than 50 members.
  • In case of Section 8 Company no member of this company shall have right to appoint proxy unless shall other person is also member of such company;
  • Maximum 50 No. of members on behalf of whom the a person can be appointed as a proxy and holding in aggregate maximum 10% of total share capital carrying voting rights.
  • Proxy form shall be in formMGT-11.
  • A prominent reasonable statement that a member entitled to attend and vote have right to appoint a proxy; or where that is allowed, one or more proxies, to and vote instead of himself and a proxy need not to be a member;
  • In case of contravention of section 105(2), then every officer in default of the company shall be punishable with Penalty which shall not be less  than  Rs. 5000.
  • 48 hrs before the company, for depositing with the company or any other person  any instrument appointment a proxy or any other document showing the validity or otherwise relating to appointment may be effective at such meeting, shall have effect as . if a 48 hrs had been specified in or required by such provision for such deposit.
  • At the expenses of the company, invitation to appoint proxy a person or no. of person specified in  the invitation are issued 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 knowingly issues the invitations as aforesaid or willfully authorizes or permits their issue shall be punishable with fine which may extend to Rs. 1,00,000

Document appointing proxy-

  • Shall be in writing;
  • signed by the member appointing proxy or his attorney duly authorized by him or in case appointer is any body corporate, be under its seal or be signed by an officer or an attorney duly authorized by it.
  • Proxy form shall be in form MGT-11.

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