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CA Intermediate · Corporate and Other Laws · Management & Administration

Kaveri Industries Ltd, a public company, held its annual general meeting on 20 September. A member, Mr Rao, holds 1,000 shares and has given a proxy to Mr Iyer, who is not a member. The company's articles are silent on the matter. Which statement correctly states the legal position on the proxy?

A proxy need not be a member, and he can vote only on a poll, not on a show of hands. The proxy form must reach the company at least 48 hours before the meeting. Hence Mr Iyer may vote on a poll if the form is deposited in time.

  1. AMr Iyer may attend and vote on a poll as a proxy, and the proxy form must be deposited at least 48 hours before the meetingCorrect
  2. BMr Iyer may speak at the meeting and vote on a show of hands as a proxy
  3. CThe proxy is invalid because only a member can act as a proxy
  4. DThe proxy is valid only if deposited at least 7 days before the meeting

Explanation

A proxy need not be a member, but he cannot vote on a show of hands; he can vote only on a poll. The proxy instrument must be deposited with the company not less than 48 hours before the meeting. Option 2 is wrong as a proxy has no right to vote on a show of hands and generally has no right to speak.

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