Proxy

PROXY
The term “proxy” literally means a substitute. That is an agency of one who acts for another.
The Companies Act, 1956 provides a right to every member of a company having share capital to appoint a proxy to attend and vote at a general Meeting on his behalf. A company having no share capital, such a right to a member is available only if Articles of Association of the company specifically provides for it. Section 176 of the Companies Act, 1956 explains the various aspects of proxy. Proxy denotes two things: the person who is appointed as proxy and the instrument granting such authority.
A public company and its subsidiary cannot make any provision for depositing proxies earlier than 48 hours before the meeting. Private Companies can make their own regulations in their Articles. Or they can follow Regulation 61 of Table A. While calculating the 48 hours, Sunday is also included (KP Chachochan v. Federal bank (1990))
1.	A proxy has no right to speak in the meeting.
2.	A proxy cannot be counted for Quorum.
3.	A proxy can demand poll.
4.	A proxy can vote on poll.
5.	A general meeting notice of a public company should state prominently that a member can appoint a proxy to the meeting instead of him and such a proxy shall not be a member of the company.
6.	A member can appoint one or more proxies to vote in different shares held by him.
7.	A member can appoint one or more proxies in the alternative.
8.	In case of a private company, a member can appoint only one proxy.
9.	A person, authorized by a company to attend the meeting on its behalf, can appoint a proxy.
10.	A person authorized by the President of India or the Governor of a state can appoint a proxy for the meeting.
11.	A Director has right to inspect proxies lodged with the company. (Armstrong v. Landmark Corporation Limited).
12.	A member having voting right can inspect proxies at anytime during business hours of the company by giving not less than 3 days notice (24 hours before the beginning of the meeting till its conclusion).
13.	The Court has the power to compel the company to give certified copies of proxy forms filed with it. (Swadashi Polytex Limited v. VK Goel)
14.	In case of joint members, all must sign the proxy. Articles can be provided for authorizing one of the joint holders to sign the proxy.
15.	Proxy can vote only on a poll. Articles may provide for a proxy voting by show of hands also.
16.	If a company accepts defective proxies, the resolutions at the concerned meeting may be held invalid by the courts.
17.	Proxies with uncancelled stamps are regarded as invalid.
18.	The relationship between the proxy and the person appointing him is that of an agent and Principal.
19.	The proxy can be revoked at anytime (Narayan Chettiar v. Kaleeswara mills Limited).
20.	A proxy is automatically revoked by the death or insolvency of the member.