Proxy at agm
This query is : Resolved
11 September 2012
Will a person attending AGM on behalf member on the basis of Power of Attorney would be treated as member or proxy?
Member of the Co. is not not able to attend any meeting and hence given General Power of Attorney in favour of his Son. Now, the Company would treat the son as member or treat it as proxy.
Proxy is not counted for quorum and also proxy has no right to vote on show of hands.
Pls guide
Member of the Co. is not not able to attend any meeting and hence given General Power of Attorney in favour of his Son. Now, the Company would treat the son as member or treat it as proxy.
Proxy is not counted for quorum and also proxy has no right to vote on show of hands.
Pls guide
11 September 2012
Hi
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“the MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY SO APPOINTED NEED NOT BE A MEMBER OF THE COMPANY. THE PERSON SO APPOINTED WILL BE TREATED AS PROXY OF MEMBER AND HAS GIVEN ONLY RIGHT TO ATTEND THE MEETING AND DO POLING. A PROXY IS NOT ENTITLE TO VOTE EXCEPT ON POLL.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“the MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY SO APPOINTED NEED NOT BE A MEMBER OF THE COMPANY. THE PERSON SO APPOINTED WILL BE TREATED AS PROXY OF MEMBER AND HAS GIVEN ONLY RIGHT TO ATTEND THE MEETING AND DO POLING. A PROXY IS NOT ENTITLE TO VOTE EXCEPT ON POLL.
11 September 2012
Mr. Mishra, my question will power of attorney holder be treated as member or proxy.
The memebr is not even in a position to sign the proxy slip. Power of attorney holder will attend agm on his behalf.
The memebr is not even in a position to sign the proxy slip. Power of attorney holder will attend agm on his behalf.
11 September 2012
Hi
A person appointed to act as proxy shall, for the purpose of this Act, be deemed to be a member of such company and shall be entitled to exercise the same rights and power as the member could exercise as member of the company. (section 187A)
A person appointed to act as proxy shall, for the purpose of this Act, be deemed to be a member of such company and shall be entitled to exercise the same rights and power as the member could exercise as member of the company. (section 187A)
Guest
Guest
(Expert)
13 September 2012
POA holder for attending the meeting of companies will be treated as proxy. POA holder can not be treated as member of company.
Such poa holder can vote only on poll.
Contrary views are welcome and solicited.
Such poa holder can vote only on poll.
Contrary views are welcome and solicited.
13 September 2012
Ajay ji the above provisions is applicable only in case the Government is the member of any company.
13 September 2012
The Power of Attorney holder for attending and voting in the company will be treated as proxy and his vote will be counted.
Message likes :
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14 September 2012
What if the member is not even in a position to sign the proxy slip. For attending AGM as proxy, signed proxy slips needs to be depsoited at least 48 hrs before the agm. Proxy Slip, if needs to be signed, shall be signed by the power of attorney only. And after signing the proxy slip in his own favour, the power of attorney will attend the agm on behalf of the member.
10 August 2024
In the context of attending an Annual General Meeting (AGM) on behalf of a member, the distinction between a Power of Attorney (POA) holder and a proxy is important. Here’s how the two differ and what the implications are for your scenario:
### **1. Power of Attorney (POA) Holder vs. Proxy:**
- **Power of Attorney (POA) Holder:**
- A POA holder is someone authorized by a legal document (Power of Attorney) to act on behalf of another person in various matters, including attending meetings.
- The POA gives the holder legal authority to act in the name of the person who granted the POA. This may include attending meetings, signing documents, and making decisions as specified in the POA.
- **Proxy:**
- A proxy is a person appointed to attend and vote on behalf of a member at a meeting.
- To act as a proxy, the appointed individual must be given a formal proxy slip or form that is signed by the member.
- The proxy form needs to be submitted to the company typically at least 48 hours before the meeting. The proxy holder’s rights are generally limited to voting and attending on behalf of the member but does not include the full rights of a member unless specifically stated.
### **2. Treatment in AGM:**
- **POA Holder:**
- If the POA holder attends the AGM, they will be treated based on the type of POA granted. Generally, the POA holder does not automatically gain the same rights as a member unless the POA explicitly grants them such rights.
- POA holders can attend the meeting and speak on behalf of the member but may not necessarily have the right to vote or make decisions unless specified in the POA.
- **Proxy:**
- A proxy is specifically appointed to vote and act on behalf of the member. The proxy’s authority to vote and act at the meeting is defined by the proxy form.
- Proxies are generally not counted for quorum purposes and may not have the same rights as a member in terms of speaking at the meeting, unless the articles of association of the company or the rules allow it.
### **Specifics for Your Scenario:**
- **POA Holder Not Signing Proxy Slip:**
- If the member is unable to sign the proxy slip due to incapacity, the Power of Attorney holder can sign the proxy slip on behalf of the member if the POA document grants them that authority. This would ensure that the proxy slip is validly signed and submitted.
- The POA holder, acting in the capacity of a proxy, would need to follow the formalities of submitting the proxy slip and will have the rights of a proxy in the meeting.
- **Rights at the AGM:**
- The POA holder attending the AGM may be able to present the case and attend the meeting but will not automatically have the voting rights or other member rights unless specifically granted.
- If the POA grants the holder the authority to vote and act fully on behalf of the member, this should be clearly stipulated in the POA document. However, for official purposes, the company would generally treat them as a proxy unless the POA document clearly provides otherwise.
### **Action Steps:**
1. **Check the POA Document:**
- Ensure that the POA document specifically grants the authority to act as a proxy or to attend and vote at AGMs.
2. **Formal Proxy Appointment:**
- If the POA holder is to act as a proxy, ensure that a proper proxy form is signed and submitted as per the company’s requirements.
3. **Consult Company’s Articles:**
- Review the company’s articles of association to understand any specific rules or provisions related to POA holders and proxies.
4. **Legal Advice:**
- For complex cases, it may be prudent to seek legal advice to ensure compliance with corporate governance and to address any specific provisions in the company’s articles or bylaws.
By addressing these points, you can ensure that the attendance and participation of the POA holder at the AGM are handled correctly in accordance with legal and company requirements.
### **1. Power of Attorney (POA) Holder vs. Proxy:**
- **Power of Attorney (POA) Holder:**
- A POA holder is someone authorized by a legal document (Power of Attorney) to act on behalf of another person in various matters, including attending meetings.
- The POA gives the holder legal authority to act in the name of the person who granted the POA. This may include attending meetings, signing documents, and making decisions as specified in the POA.
- **Proxy:**
- A proxy is a person appointed to attend and vote on behalf of a member at a meeting.
- To act as a proxy, the appointed individual must be given a formal proxy slip or form that is signed by the member.
- The proxy form needs to be submitted to the company typically at least 48 hours before the meeting. The proxy holder’s rights are generally limited to voting and attending on behalf of the member but does not include the full rights of a member unless specifically stated.
### **2. Treatment in AGM:**
- **POA Holder:**
- If the POA holder attends the AGM, they will be treated based on the type of POA granted. Generally, the POA holder does not automatically gain the same rights as a member unless the POA explicitly grants them such rights.
- POA holders can attend the meeting and speak on behalf of the member but may not necessarily have the right to vote or make decisions unless specified in the POA.
- **Proxy:**
- A proxy is specifically appointed to vote and act on behalf of the member. The proxy’s authority to vote and act at the meeting is defined by the proxy form.
- Proxies are generally not counted for quorum purposes and may not have the same rights as a member in terms of speaking at the meeting, unless the articles of association of the company or the rules allow it.
### **Specifics for Your Scenario:**
- **POA Holder Not Signing Proxy Slip:**
- If the member is unable to sign the proxy slip due to incapacity, the Power of Attorney holder can sign the proxy slip on behalf of the member if the POA document grants them that authority. This would ensure that the proxy slip is validly signed and submitted.
- The POA holder, acting in the capacity of a proxy, would need to follow the formalities of submitting the proxy slip and will have the rights of a proxy in the meeting.
- **Rights at the AGM:**
- The POA holder attending the AGM may be able to present the case and attend the meeting but will not automatically have the voting rights or other member rights unless specifically granted.
- If the POA grants the holder the authority to vote and act fully on behalf of the member, this should be clearly stipulated in the POA document. However, for official purposes, the company would generally treat them as a proxy unless the POA document clearly provides otherwise.
### **Action Steps:**
1. **Check the POA Document:**
- Ensure that the POA document specifically grants the authority to act as a proxy or to attend and vote at AGMs.
2. **Formal Proxy Appointment:**
- If the POA holder is to act as a proxy, ensure that a proper proxy form is signed and submitted as per the company’s requirements.
3. **Consult Company’s Articles:**
- Review the company’s articles of association to understand any specific rules or provisions related to POA holders and proxies.
4. **Legal Advice:**
- For complex cases, it may be prudent to seek legal advice to ensure compliance with corporate governance and to address any specific provisions in the company’s articles or bylaws.
By addressing these points, you can ensure that the attendance and participation of the POA holder at the AGM are handled correctly in accordance with legal and company requirements.
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