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Does a Proxy have to be a Member compulsorily?

Meaning of "Proxy" is not specifically defined under the Companies Act, 2013 (India).

The provisions regarding "Proxies" are prescribed under the Section 105 of the Companies Act, 2013 and Rule 19 of the Companies (Management and Administration) Rules, 2014.

As per Section 105(1), any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf.

Section 105, in its provisions, nowhere restricts that a proxy of a member should also be a member of that company. Hence, it can be very well interpreted that any person can become the proxy of a shareholder, if duly authorised by that shareholder.

However, in case of a section 8 company, a proxy must be a member of that company.

Rule 19, sub-rule(1) states: A member of a company registered under section 8 shall not be entitled to appoint any other person as his proxy unless such other person is also a member of such company.

According to Secretarial Standard SS-2 issued by The Institute of Company Secretaries of India (ICSI):

"Proxy means an instrument in writing signed by a Member, authorising another person, whether a Member or not, to attend and vote on his behalf at a Meeting and also where the context so requires, the person so appointed by a Member."

As you can see, Secretarial Standard has a very clear understanding about it, which is a Proxy can be any person whether a Member or not.

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