Swaroop wants to depute his friend Suraj to act as a Proxy in companies he holds shares. Advise him on the following: (a) He wants his friend Suraj to speak and vote on his behalf. (b) For how many persons, his friend Su

CS Executive · Company Law · PYQS · December 2018
Swaroop wants to depute his friend Suraj to act as a Proxy in companies he holds shares. Advise him on the following: (a) He wants his friend Suraj to speak and vote on his behalf. (b) For how many persons, his friend Suraj can act as proxy?

Answer & Explanation:

(a) According to the first proviso to Section 105(1) of the Companies Act, 2013 a proxy shall not have the right to speak at such meeting. (b) According to fourth proviso to Section 105(1), a person appointed as proxy shall not act as proxy on behalf of more than fifty members and members holding in the aggregate more than ten percent of the total share capital of the company carrying voting rights. However, a member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy, provided that such person shall not act as proxy for any other person or shareholder. Hence, Suraj can be appointed as proxy on behalf of not more than fifty members and members holding in the aggregate more than ten percent of the total share capital of the company carrying voting rights.

Topics: Meetings of Board and its Powers

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