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CA Intermediate · Corporate and Other Laws · Management & Administration

Ramesh, a member of Lotus Foods Ltd, holds 2,000 shares and wants to appoint his friend Anil as proxy for the general meeting. Lotus Foods has a share capital. Which of the following is correct under the Companies Act, 2013 and rules?

A proxy form is effective only if it is deposited with the company at least 48 hours before the meeting. The proxy need not be a member, cannot vote on a show of hands, and cannot vote when the appointing member attends personally.

  1. AAnil must himself be a member of the company to act as proxy
  2. BAnil can vote by proxy on a show of hands as well as on a poll
  3. CThe proxy form must be deposited with the company at least 48 hours before the meetingCorrect
  4. DAnil may speak and vote at the meeting even if Ramesh is personally present

Explanation

An instrument of proxy is valid only if deposited with the company not less than 48 hours before the meeting. A proxy need not be a member, so A is wrong. A proxy has no right to vote on a show of hands, only on a poll, so B is wrong. Proxy authority is not exercisable when the appointing member attends, so D is wrong.

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