ABHI Ltd. is holding its Annual General Meeting (AGM) to pass a crucial resolution regarding the expansion of its business operations. However, many…

In company management, shareholder participation is essential for decision-making. However, all the shareholders may not always be able to attend meetings physically. The Companies Act, 2013, ensures that their rights are not diminished due to their absence. It facilitates the shareholders to delegate their voting power and remain actively involved in key decisions by appointing a proxy. Section 105 of the Companies Act, 2013 and Rule 19 of the Companies (Management & Administration) Rules, 2014 contain provisions relating to the proxies. A proxy is a person appointed by a shareholder to attend and vote on their behalf at a general meeting. Every member entitled to vote at a meeting can appoint a proxy. A proxy can be any person, not necessarily a shareholder. The appointment of proxy shall be in Form No. MGT-11. [Rule 19 (3) ] The proxy form must be submitted 48 hours before the meeting. The instrument appointing a proxy shall be in writing and signed by the appointer or his attorney duly authorised in writing. If the appointer is a body corporate, the instrument shall be under its seal or be signed by an officer or an attorney duly authorised by the body corporate. As a compliance requirement, 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, should include a statement that a member is entitled to appoint a proxy. Hence the Act ensures the shareholders participation in the meeting, keeps decisions comprehensive with fair corporate governance.