What do you mean by proxy? Explain the circumstances where a proxy or representative is counted for quorum.

Meaning of proxy: Under Section 105(1) of the Companies Act, 2013, 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. However, a proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll. As per rule 19 of the Companies (Management and Administration) Rules, 2014, a person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights: A member holding more than ten percent, of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. Circumstances where a proxy/representative is counted for quorum: Para 3.2 of SS-2 stipulates that a duly authorized representative of President of India or the Governor of the State shall be deemed to be a member personally present and enjoys all the rights of a member present and enjoys all the rights of a Member present in person. Such a representative is counted for quorum in a General Meeting. According to proviso to Section 97(1) of the Act, where default is made in holding the Annual General Meeting of a company as per Section 96 of the Act, the National Company Law Tribunal (NCLT) may order that one member present in person or by proxy will constitute quorum. Again, according to proviso to Section 98(1) of the Act, where it is impracticable to call a General Meeting as per the Act or the Articles, NCLT may order that one member present in person or by proxy will constitute quorum.