Ratan is a member of Adarsh Club Ltd., a company formed for promoting sports and not for profit. For the ensuing extraordinary general meeting to be held on 5th November, 2019, he appointed his daughter Prema (not a memb

According to Section 105(1) of the Companies Act, 2013, any member a company who is entitled to attend and vote at the meeting of the company is entitled to appoint another person as a proxy (who may not be a member) to attend and vote at the meeting, though a proxy does not have the right to speak at such meeting and shall not be entitled to vote except on a poll in the meeting. However, according to the third proviso to Section 105(1) of the Companies Act, 2013, members of certain class or classes of companies as may be specified by the Central Government shall not be entitled to appoint any other person as a proxy. Accordingly, in case of companies incorporated under Section 8 of the Companies Act, 2013 a member of a company is not entitled to appoint any other person as a proxy unless such other person is also a member of such company as prescribed under Rule 19 of the Companies (Management and Administration) Rules, 2014. In the instant case, though the proxy has been deposited before the specified time period (i.e., at least 48 hours before the meeting) Prema cannot act as a proxy as she herself is not a member of the company. Therefore, Adarsh Club Ltd. is right in rejecting her proxy instrument.