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CA Intermediate · Corporate and Other Laws · Management & Administration

Kaveri Foods Ltd, a public company, holds its general meeting. Mr. Iyer holds 100 shares and appoints his friend Ms. Rao as proxy. Ms. Rao is not a member. Which statement is correct about her rights at the meeting?

A proxy need not be a member, so Ms. Rao may attend, but she cannot vote on a show of hands. She can vote only on a poll, because a show of hands counts members present in person, not proxies.

  1. AShe may attend and vote on a poll, and may not vote on a show of handsCorrect
  2. BShe may vote on a show of hands and also on a poll
  3. CShe cannot attend, because a proxy must be a member of the company
  4. DShe may speak at the meeting and vote on a show of hands but not on a poll

Explanation

A proxy need not be a member. However, a proxy has no right to speak at the meeting (except in the company law proviso as to appointment) and cannot vote on a show of hands; she may vote only on a poll. Hence she can attend and vote on a poll only. The option allowing a show-of-hands vote ignores this rule.

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