The provisions regarding appointment of proxies, do not apply to a company without share capital unless its Articles of Association provide otherwise. In case of a private limited company is not being a subsidiary of a public limited company. The articles of association may provide a procedure other than that giving in section 105 of the 2013 act and stated below.
Select the person who need not be a member to be your proxy to attend and vote for you at a general meeting of a company, of which you are a member. Fill up the proxy form as prescribed under your articles of association or as set out in Form No. MGT-11. An instrument appointing a proxy in Form No.MGT-11 shall not be questioned even if it fails to comply with any of the requirements specified in the Articles of Association. Put a revenue stamp of the requisite value as in force in your state on the specific proxy form, whereas a general proxy form should be stamped as a power of attorney. Put your signature on the form after cancelling the stamp. Your attorney duly approved in this respect may also sign on your behalf. In case you are a body corporate, proxy form should be signed under the company’s common seal or in accordance with AoA. The same can also be signed by an attorney duly approved in that regard or by an individual duly appointed by the corporate. (a) The President of India or An authorized representative of a body corporate of or the Governor of a State, holding shares in a company, may appoint a proxy under his signature. (b) proxies should be deposited with the company in person. (c) a member who has not appointed a proxy to vote and attend on his behalf at a meeting may. If the Articles so provide, appoint a proxy for any adjournment of the meeting, not later that 48 hours before the time of such adjourned meeting. (d) In case of a listed company or a company required to provide facility of e-voting, only members are entitled to vote. In case of a public limited company and its subsidiary the instrument of proxy should reach the office of the company before 48 hours of the time fixed for the meeting. Any member entitled to attend the meeting may inspect the proxies lodged with the company. In the same case, see that he gives not less than 3 days prior notice to the company to do so and allow him to inspect the proxies during the period of 24 hours before the meeting and ending with the conclusion of the meeting.
If the shares of your company are listed on a recognized stock exchange, see that the proxy forms are worded in such a manner. So that the shareholder or the debenture holder may vote either for or against each resolution. See that there is no invitation issued at the company’s expense to any member entitled to have a notice of the meeting. If a duly stamped proxy nomination is received by your company through fax within the stipulated time, then allow the proxy holder to attend the meeting.