How Corporate Proxy Voting Works Under Section 105
A proxy is an authorized representative appointed by a shareholder to attend and vote on their behalf at a general meeting when the shareholder cannot attend in person.
1. The Right to Appoint a Proxy (Section 105)
Any member of a company entitled to attend and vote at a meeting is statutorily entitled to appoint another person as a proxy. The proxy need not be a member of the company, except in specific non-profit or guarantee companies.
2. The 48-Hour Deposit Rule & Form MGT-11
Under Section 105(4), the proxy instrument (Form MGT-11) must be deposited with the company at least 48 hours prior to the meeting. Any corporate article provision attempting to impose a longer deadline is invalid.
3. Statutory Capacity Caps under Rule 19
A single individual may act as proxy on behalf of members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital carrying voting rights. A member holding more than 10% may appoint a single proxy, but that proxy cannot represent any other shareholder.
Statutory Attribution & Review Metadata
- Primary Statutory Source
- Companies Act, 2013 (Section 105) & Rule 19 of Companies (Management and Administration) Rules, 2014
- Statutory Version
- As amended up to 2026
- Last Content Review Date
- 2026-09-20
- Review Committee
- Corporate Governance & Statutory Architecture Review