For the annual general meeting (AGM) of a company proxies were received from A, B, C and D. C and D deposited their proxy forms 72 hours before the meeting, as the Articles of the company requires for deposit of proxy fo

CS Executive · Company Law · PYQS · December 2022
For the annual general meeting (AGM) of a company proxies were received from A, B, C and D. C and D deposited their proxy forms 72 hours before the meeting, as the Articles of the company requires for deposit of proxy forms 72 hours before the meeting. A and B deposited proxy forms 50 hours before the meeting and hence the Chairman rejected their proxy forms. C represented 48 shareholders, having 8% shareholding and D represented one shareholder having 11% voting rights. In the light of the provisions of the Companies Act, 2013 explain the validity of the proxies.

Answer & Explanation:

As per section 105 of the Companies Act, 2013 read with rule 19 of the Companies (Management and Administration) Rules, 2014, a Proxy can act 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. However, 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 for his entire shareholding and such person shall not act as a Proxy for another person or shareholder. If a Proxy is appointed for more than fifty Members, he shall choose any fifty Members and confirm the same to the company before the commencement of specified period for inspection. In case, the Proxy fails to do so, the company shall consider only the first fifty proxies received as valid. The instrument appointing the proxy must be deposited with the company, 48 hours before the meeting. Any provision contained in the articles, requiring a longer period than 48 hours shall have effect as if a period of 48 hours had been specified. A company cannot refuse proxies if filed before 48 hours before the meeting. Hence rejection of the forms of A & B is invalid. C and D are valid proxies.

Topics: Meetings of Members

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